Under the Amorino franchise agreement, can the franchisee transfer the agreement to another party?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
oprietary Marks, in the event that we exercise our rights under this Section 15 to assign our rights in this Agreement.
- B. Transfer by Franchisee. Amorino is entering into this Agreement in reliance upon your singular personal skills and qualifications, or if you are a Business Entity, upon the singular personal skills and qualifications of your Principals. Accordingly, except for a transfer to a Business Entity owned by you in the manner described in Section 15.C, you may not assign or transfer this Agreement or any rights or obligations under this Agreement, whether in whole or in part, voluntarily or involuntarily, by operation of law (including as a result of bankruptcy, divorce, death or disability). Any transfer, except for a transfer to a Business Entity by you in the manner described in Section 15.C, is subject to our right of first refusal. 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.
- (8) You and all owners shall sign a reaffirmation of all obligation of confidentiality and obligation restrictive competition with Amorino.
- (9) The transferee must complete Amorino's then-current initial training program to our satisfaction.
- (10) You or the transferee shall have paid the amount specified as the "Transfer Fee" in the Data Sheet plus the reimbursement of our reasonable costs and expenses incurred in connection with the transfer (including legal fees), including our costs to obtain background checks on the transferee and its Principals. You agree that you shall reimburse us for our reasonable costs and expenses (including legal fees) incurred in connection with the transfer even if the transfer is not ultimately completed.
- (11) You and the transferee shall provide and/or sign all other documents and take such other actions as we may reasonably require.
- (12) The Store must comply with Franchisor's up to date standards or transferee must present an acceptable remodeling plan to us, subject to our approval.
- C. Transfer by Individual Franchisee to Business Entity for Convenience. If you are an individual, you may transfer your interest in this Agreement to a Business Entity formed solely for purposes of owning and operating the Franchised Business for convenience of operation of this Agreement, provided however that you may not transfer such interest until we have consented to such transfer. In connection with our providing such consent, you must deliver certain documents and provide evidence to our satisfaction that the Business Entity meets certain requirements, as follows:
- (1) You and such Business Entity must execute our then-current standard form of assignment and assumption agreement in which the Business Entity will agree to be bound by, and to assume and discharge your obligations under, this Agreement, and you agree to remain personally liable under this Agreement.
- (2) The Business Entity must be newly formed and articles or certificate of incorporation, formation or organization, bylaws, operating agreement or other organizational documents (collectively, the "Organizational Documents") must state that its activities are limited exclusively to the ownership and operation of the Franchised Business.
- (3) You must own and control 100% of the equity interest of the Business Entity, and no interest may be transferred without our prior written consent. If we do consent to any transfer, each Principal of the Business Entity and their spouse or registered domestic partner must provide a personal guaranty in our then-current form of personal guaranty.
- (4) The Organizational Documents of such Business Entity shall recite that the issuance and transfer of any securities or interest in the Business Entity are restricted by the terms of this Agreement.
- (5) The Organizational Documents of such Business Entity may not be amended or revised without our prior written consent.
- (6) The Business Entity must remain in existence and in good standing during the term of this Agreement, and you shall not take any actions to dissolve the Business Entity.
- (7) You shall have paid the transfer fee in the amount set forth in the Data Sheet plus the reimbursement of our reasonable costs and expenses (including legal fees) incurred in facilitating the transfer.
- D. Transfers Void. Any purported transfer, by operation of law or otherwise, made without Amorino's prior written consent will be considered null and void and will be considered a material breach of this Agreement.
- E. Transfer Upon Death or Incapacitation.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, franchisees can transfer their franchise agreement under certain conditions. Amorino is entering into the agreement based on the franchisee's skills and qualifications. Except for a transfer to a business entity owned by the franchisee as described in Section 15.C, the franchisee cannot assign or transfer the agreement, whether in whole or in part, voluntarily or involuntarily, or by operation of law, including bankruptcy, divorce, death, or disability. Any transfer, except to a franchisee-owned business entity, is subject to Amorino's right of first refusal.
Amorino will not unreasonably withhold consent to a transfer but may condition such consent on several factors. These include ensuring all monetary obligations to Amorino and its affiliates are current and satisfied, and that the franchisee is in full compliance with all agreements. The franchisee must request consent in writing, provide a completed "Amorino Transfer Disclosure Form," a copy of the 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 meet Amorino's standards for education, management, and business acumen, possess good moral character, business reputation, and credit rating, and demonstrate the aptitude and ability to conduct the franchised business. They must also have adequate financial resources and capital to operate the store, reside or be based near the store, and satisfy Amorino's then-current criteria for franchisee selection. Both the franchisee and their principals must execute a general release of claims against Amorino. The transferee must execute Amorino's current form of franchise agreement, which may have materially different terms, including different royalty and advertising obligations. The term of the new agreement will be the remaining term of the original agreement without any renewal rights. If the transferee is a business entity, its principals must provide a guaranty.
Any transfer made without Amorino's prior written consent is considered null and void and a material breach of the agreement. Upon the death or permanent incapacity of a person with a majority interest in the agreement, their representative must transfer the interest to a third party approved by Amorino within six months, subject to the same transfer conditions. Amorino's consent to a transfer does not waive any claims it may have against the transferring party, nor does it waive Amorino's right to demand strict compliance from the transferee. Any assignment or transfer is subject to Amorino's right of first refusal, which Amorino can exercise within thirty days of receiving notice of the proposed transfer, either by consenting, withholding consent, or accepting the assignment themselves upon the specified terms.