Under what conditions can Amorino withhold consent to a transfer of the franchise?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Amorino will not unreasonably withhold its consent to a transfer of any interest in the Franchised Business, but may, in its sole discretion, condition such consent on satisfaction of any or all of the following:
(1) All of your accrued monetary obligations to Amorino and its Affiliates, and all other outstanding obligations related to the Store shall be up to date, fully paid and satisfied.
(2) You must be in full compliance with this Agreement and any other agreements between you and Amorino, its Affiliates and your suppliers.
(3) You shall have requested consent in writing and delivered to Amorino a completed copy of "Amorino Transfer Disclosure Form", as well as a copy of the proposed transfer agreements, including sale terms, and your lease agreement, at least 30 days prior to the proposed transfer, and Amorino has determined, in its sole and reasonable discretion, that the terms of the sale will not materially and adversely affect the post transfer viability of the Franchised Business.
(4) The transferee must demonstrate to our satisfaction that the transferee meets our educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to conduct the Franchised Business; has adequate financial resources and capital to operate the Store; resides or is based near the Store, and otherwise satisfies our then current criteria for the selection of franchisees.
(5) You and each of your Principals shall have executed a general release, in a form satisfactory to Amorino, of any and all claims against Amorino and its Affiliates and their respective officers, directors, shareholders, members, equity holders, agents and employees in their corporate/company and individual capacities, including claims arising under federal, state and local laws, rules and ordinances; provided, however, that any release will not be inconsistent with any state law regulating franchising.
(6) The transferee shall have executed Amorino's then-current form of franchise agreement, the terms of which may be materially different than the terms of this Agreement and may include, among other things, a different royalty fee and different advertising obligations.
The term of such agreement shall be the remaining term of this Agreement at the time of transfer, without any rights of renewal.
- (7) If the transferee is a Business Entity, then each of the transferee's Principals and their spouse or registered domestic partner shall have delivered to us a guaranty in our then-current standard form of guaranty.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino will not unreasonably withhold its consent to a transfer of any interest in the Franchised Business, but may, in its sole discretion, condition such consent on satisfaction of certain requirements. These conditions include ensuring that all monetary and other obligations to Amorino and its affiliates are fully paid and up to date.
Additionally, the franchisee must be in full compliance with the franchise agreement and any other agreements with Amorino, its affiliates, and suppliers. A written request for consent must be submitted, along with a completed "Amorino Transfer Disclosure Form," copies of proposed transfer agreements (including sale terms), and the lease agreement at least 30 days before the proposed transfer. Amorino must determine that the sale terms will not materially and adversely affect the post-transfer viability of the franchised business.
The transferee must also meet Amorino's standards for education, managerial skills, business acumen, moral character, business reputation, and credit rating. They must demonstrate the aptitude and ability to conduct the franchised business, possess adequate financial resources, reside or be based near the store, and satisfy Amorino's then-current criteria for franchisee selection. Furthermore, the transferring franchisee and their principals must execute a general release of claims against Amorino and its affiliates. The transferee must execute Amorino's current form of franchise agreement, which may have materially different terms, including royalty fees and advertising obligations, with the term limited to the remaining term of the original agreement without renewal rights. If the transferee is a business entity, its principals and their spouses must provide a guaranty.
In summary, Amorino retains significant control over franchise transfers to ensure that the new franchisee meets their standards and that the transfer does not negatively impact the brand or the financial health of the business. These conditions are typical in franchising, as franchisors need to protect their brand and ensure that new franchisees are capable of maintaining the standards of the franchise system.