How does the Hawaii Addendum to the Cinnabon Franchise Agreement affect the enforceability of termination provisions in the Franchise Agreement if they conflict with the Hawaii Franchise Investment Law?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
In recognition of the requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 482E, et seq., the Franchise Agreement, for franchises offered and sold in the State of Hawaii or to Hawaii residents, is amended to include the following:
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- Section 16.3.I. of the Franchise Agreement is amended by adding the following punctuation and language at the end of the section, before the period: "; provided, however, this release will not apply to claims as you may have under the Hawaii Franchise Investment Law."
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- Section 20 (Miscellaneous) of the Franchise Agreement is supplemented by the addition of the following Section, which is considered an integral part of the Agreement:
- 20.8 The general release language in this Agreement will not relieve us or any other person, directly or indirectly, from liability imposed by the Hawaii Franchise Investment Law.
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- The Hawaii Franchise Investment Law provides rights to you on nonrenewal, termination and transfer of the Agreement. If any of the provisions of the Franchise Agreement on termination are inconsistent with the Hawaii Franchise Investment Law, then this will apply.
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- Section 21.2 (Acknowledgements in Certain States) of the Franchise Agreement is hereby deleted.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to the 2025 Cinnabon Franchise Disclosure Document, the Hawaii Addendum specifically addresses potential conflicts between the standard franchise agreement and the Hawaii Franchise Investment Law. For franchises offered or sold in Hawaii or to Hawaii residents, the addendum states that if any termination provisions in the Franchise Agreement are inconsistent with the Hawaii Franchise Investment Law, then the Hawaii law will take precedence. This ensures that Cinnabon franchisees in Hawaii receive the protections afforded to them under Hawaii state law regarding termination rights.
This addendum also clarifies that the general release language within the Cinnabon Franchise Agreement will not relieve Cinnabon or any other person from liabilities imposed by the Hawaii Franchise Investment Law. Furthermore, it explicitly acknowledges that the Hawaii Franchise Investment Law provides specific rights to franchisees concerning nonrenewal, termination, and transfer of the agreement. This reinforces the importance of Hawaii law in governing these aspects of the franchise relationship for Hawaii franchisees.
In practical terms, this means a prospective Cinnabon franchisee in Hawaii can be assured that their rights regarding termination, non-renewal, and transfer are protected by Hawaii law, even if the standard Cinnabon franchise agreement contains conflicting provisions. It is important for potential franchisees to carefully review both the standard agreement and the Hawaii Addendum with legal counsel to fully understand their rights and obligations under both documents. This ensures compliance and awareness of the specific legal protections available in Hawaii.