Under what condition can Amorino change the governing law of the franchise agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| Non r. competition covenants after the franchise is | Section 18.D of the franchise agreement | During a two-year uninterrupted period after the expiration or termination, neither you, nor any officer, director, shareholder or general partner or limited partner of a corporate or partnership franchisee, shall: |
|---|---|---|
| terminated or expires | (1) Divert or attempt to divert any present or prospective customer or supplier of any Amorino Store to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the proprietary marks and the system. | |
| (2) Employ or seek to employ any person who is or has been | ||
| within the previous 30 days employed by Amorino or an | ||
| Affiliate of Amorino as a salaried managerial employee, or | ||
| otherwise directly or indirectly induce such person to leave his | ||
| or her employment. | ||
| (3) Own, maintain, advise, operate, engage in, be employed | ||
| by, make loans to, invest in, provide any assistance to, or have | ||
| any interest in (as owner or otherwise) or relationship or | ||
| association with, any business that engages in the production | ||
| or sale at retail or wholesale of gelato or other ice cream | ||
| maintenance, and any other products or services offered by | ||
| your Store or proposed to be offered by your Store or offered | ||
| by Amorino stores, at any location within the United States, | ||
| its territories or commonwealths, or any other country, | ||
| province, state or geographic area that (i) is, or is intended to | ||
| be, located at the acquisition of any of your former stores; (ii) | ||
| within the former protected area of any of your stores (or, if | ||
| there was no protected area, | ||
| within a three-mile radius of the | ||
| store); (iii) within a three-mile radius of any other store | ||
| operating under the system and proprietary marks in existence | ||
| or under development at the time of such expiration, | ||
| termination or transfer; or (iv) anywhere within your former | ||
| territory. | ||
| Modific s. ation of the | Section 21.B of the | Modifications must be in writing and signed by both parties. Waivers must be in writing and executed by the party to be |
| agreement | franchise | charged. |
| agreement |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 55–67)
What This Means (2025 FDD)
Based on the 2025 Amorino Franchise Disclosure Document, the FDD does not provide information on the specific conditions under which Amorino can change the governing law of the franchise agreement.
While the FDD details various aspects of the franchise agreement, such as obligations upon termination or non-renewal, assignment of the contract by Amorino, and conditions for franchisor approval of transfer, it does not explicitly address the modification of the governing law. The document does mention that modifications to the agreement must be in writing and signed by both parties. However, this refers to general modifications and not specifically to changes in the governing law.
Therefore, a prospective franchisee should directly ask Amorino about the circumstances under which the governing law of the franchise agreement could be changed. Understanding this aspect is crucial, as it determines which jurisdiction's laws would apply in case of a dispute, potentially impacting the franchisee's rights and legal recourse.