Under what condition can Amorino change the governing law of the area development agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| v. Choice of forum | Sections 11.2 and 11.3 of the area development agreement | Except for our right to obtain injunctive relief in any appropriate jurisdiction, any dispute arising out of the franchise agreement or our relationship shall first be submitted to mediation, and if it is not resolved in mediation, then it shall be submitted to arbitration, under the rules of the American Arbitration Association, to take place in New York County, New York (subject to applicable State law). |
|---|---|---|
| w. Choice of law | Section 11.1 of the area development agreement | Governed by Delaware law. If we move our headquarters, we may choose to have the law of the new state apply by giving you notice within 6 months following our move (subject to applicable State law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 55–67)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the area development agreement is governed by Delaware law. However, Amorino has the option to change the governing law under a specific condition.
Specifically, if Amorino moves its headquarters, it may choose to have the law of the new state apply to the area development agreement. To do so, Amorino must provide the franchisee with a notice of this change within 6 months following the move of its headquarters. This change is also subject to applicable state law.
This clause provides Amorino with some flexibility in managing its legal obligations, but it also introduces a degree of uncertainty for the franchisee. The franchisee should be aware that the legal framework governing their area development agreement could change if Amorino relocates its headquarters and exercises this option. It is important to note that this change is not automatic and requires Amorino to take specific action by providing notice within the specified timeframe.