Is Cinnabon obligated to consent to a transfer if the proposed transferee meets all the minimum conditions?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
We have sole and absolute discretion to withhold our consent, except as otherwise provided in Sections 16.4 through 16.7.
Without limiting the foregoing, we will not consent to a Transfer, and we are under no obligation to do so, if (i) your Franchised Business is not open and operating; or (ii) the Transfer would cause a transferee or its owners to breach another agreement (whether or not with us).
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, Cinnabon has sole and absolute discretion to withhold consent for a transfer, even if the minimum conditions are met, except as otherwise provided in Sections 16.4 through 16.7. This means that even if a potential transferee meets all the listed requirements, Cinnabon is not automatically obligated to approve the transfer.
For a control transfer, Cinnabon specifies minimum conditions that must be satisfied unless waived. These include notifying Cinnabon in writing at least 90 days prior to the proposed transfer and providing all requested information at least 60 days prior. All sums owed to Cinnabon and its affiliates must be paid, and the franchisee must not be in default under any agreement. The transferee must also complete Cinnabon's Management Training Program and meet the requirements for new franchisee approval, including English proficiency.
For transfers that do not result in a control transfer (non-control transfers), the franchisee must provide advance notice and copies of all proposed contracts. The franchisee and/or transferee must meet conditions such as paying all sums owed, not being in default, meeting franchisee qualifications, signing an assignment and guaranty, signing a general release, and remaining liable for pre-transfer obligations. A transfer fee equal to 10% of the then-current initial franchise fee is also required. Cinnabon may withhold consent on any reasonable grounds or give consent subject to reasonable conditions.
Related party transfers to a spouse, parent, child, or original guarantor are allowed under specific conditions, including providing prior written notice, complying with certain conditions outlined in Sections 16.3.C, 16.3.E, 16.3.H, 16.3.I, and 16.3.L, paying a transfer fee equal to 10% of the then-current initial franchise fee, and ensuring the transferee completes the Management Training Program if the transfer is of a controlling interest. These stipulations give Cinnabon significant control over who becomes a franchisee and ensures compliance with their standards and financial obligations.