What disputes are specifically excepted from arbitration under the Cinnabon franchise agreement?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
Except for disputes related to (i) the ownership or validity of any of Lessor's intellectual property, including SRU designs and Modifications; (ii) disputes that involve enforcement of Lessor's intellectual property rights or protection of Lessor's confidential information or trade secrets; or (iii) disputes related to the payment of sums Lessee owes to Lessor or its affiliates (collectively, "Excepted Disputes"), all disputes between Lessee, its affiliates, and Lessee's and/or its affiliates' owners, officers, directors and employees, on the one hand, and Lessor, its affiliates, and/or Lessor's or its affiliates' owners, officers, directors and employees, on the other hand, relating to this Agreement, Lessor's relationship with Lessee, or the SRU, will be resolved by binding arbitration in accordance with the procedures described in Section 19.1 of the Franchise Agreement.
Excepted Disputes will not be resolved through arbitration unless Lessor consents to arbitration.
Excepted Disputes will be filed exclusively in any court of general jurisdiction in Fulton County, Georgia, in the United States District Court of the
Northern District of Georgia, or such other court where Lessor has its principal place of business at the time of filing, and Lessee irrevocably consents to such court's jurisdiction over it.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to the 2025 Cinnabon Franchise Disclosure Document, certain disputes are specifically excluded from mandatory arbitration. These 'Excepted Disputes' encompass three main categories. First, disputes concerning the ownership or validity of Cinnabon's intellectual property, including SRU (presumably store design) designs and modifications, are excluded. Second, disputes involving the enforcement of Cinnabon's intellectual property rights or the protection of its confidential information or trade secrets are also excluded. Finally, disputes related to the payment of sums the franchisee owes to Cinnabon or its affiliates fall under the umbrella of 'Excepted Disputes'.
These 'Excepted Disputes' will not be subject to resolution through arbitration unless Cinnabon explicitly consents to arbitration. Instead, Cinnabon franchisees must resolve these disputes through litigation. The FDD specifies that these disputes will be filed exclusively in any court of general jurisdiction in Fulton County, Georgia, the United States District Court of the Northern District of Georgia, or another court where Cinnabon has its principal place of business at the time of filing. The franchisee irrevocably consents to the jurisdiction of these courts.
This arrangement gives Cinnabon greater control over disputes involving its intellectual property, trade secrets, and financial obligations. It allows Cinnabon to choose a judicial forum that it believes will be most favorable to its interests in these critical areas. For a prospective franchisee, this means that any legal battles in these areas will likely occur in Georgia, regardless of where the franchise is located, and they will not have the option of a potentially less expensive and more private arbitration process unless Cinnabon agrees.