For Cinnabon franchises offered and sold in Illinois, does the Illinois Franchise Disclosure Act supersede the Franchise Agreement's provisions on governing law, jurisdiction, and choice of law?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
In recognition of the requirements of the Illinois Franchise Disclosure Act of 1987, Ill. Comp. Stat. §§ 705/1 through 705/44, the Franchise Agreement, for franchises offered and sold in the State of Illinois or to Illinois residents, is amended to include the following:
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- The provisions of the Franchise Agreement on governing law, jurisdiction, and choice of law will not be a waiver of any right conferred on you by the Illinois Franchise Disclosure Act. Illinois law will govern the Franchise Agreement with respect to Illinois franchisees. Consistent with the foregoing, any provision in the Franchise Agreement that designates jurisdiction and venue in a forum outside of Illinois is void with respect to any cause of action that is otherwise enforceable in Illinois.
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- 815 ILCS § 705/41 (Illinois Franchise Disclosure Act) states that "any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act or any other law of this State is void."
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- Section 21.1 (Your Acknowledgements) is deleted from all Illinois Franchise Agreements.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, the Illinois Franchise Disclosure Act does indeed supersede the Franchise Agreement's provisions regarding governing law, jurisdiction, and choice of law for franchises offered and sold in Illinois or to Illinois residents. This means that the rights conferred to the franchisee by the Illinois Franchise Disclosure Act cannot be waived through the Franchise Agreement. Illinois law will govern the Franchise Agreement for Illinois franchisees.
Specifically, any part of the Franchise Agreement that designates jurisdiction and venue in a location outside of Illinois is considered void if the cause of action is otherwise enforceable in Illinois. Furthermore, Illinois law states that any condition or provision that attempts to bind a person acquiring a franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of the state is void.
In practical terms, this ensures that Cinnabon franchisees in Illinois have the full protection of Illinois law, regardless of what the standard Franchise Agreement might state. This protection extends to dispute resolution, ensuring that legal proceedings can occur within Illinois if the cause of action is enforceable there. Additionally, Section 21.1, concerning franchisee acknowledgements, is deleted from all Illinois Franchise Agreements, further reinforcing the state's regulatory control.