Does the waiver by the franchisee in Section 15.A(3) of the Amorino agreement extend to claims of fraud?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (3) With regard to any assignment permitted under Section 15.A(1) and any sale, merger, acquisition, disposition or action permitted under Section 15.A(2), you expressly and specifically waive any claims, demands or damages arising from or related to the loss of association with or identification of: CPUSA, LLC as the Franchisor under this Agreement, the "Amorino" name, the Proprietary Products, the Proprietary Marks (or any variation thereof) and the System, and you specifically release and waive any and all other claims, demands or damages arising from or related to such assignment, sale, merger, acquisition, disposition or other action, including any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied covenant of good faith and fair dealing.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the franchisee expressly waives certain claims in Section 15.A(3) of the franchise agreement. This waiver specifically includes claims, demands, or damages arising from or related to the loss of association with CPUSA, LLC as the Franchisor, the "Amorino" name, the Proprietary Products, the Proprietary Marks, and the System in the event of an assignment, sale, merger, acquisition, or disposition.
Critically, the waiver explicitly extends to claims of fraud. The franchisee also waives claims related to breach of fiduciary duty, breach of contract, or breach of the implied covenant of good faith and fair dealing in connection with such transactions. This means that if Amorino were to be sold or undergo a merger, the franchisee would be giving up their right to sue Amorino for fraud related to that transaction.
This type of waiver is a significant legal commitment. Prospective Amorino franchisees should carefully consider the implications and consult with legal counsel to fully understand the scope of the waiver and its potential impact on their rights. It is important to assess the risks associated with waiving the right to sue for fraud, even in specific circumstances, as it could limit the franchisee's ability to seek legal recourse in the future.