Does Cinnabon have a right of first refusal to acquire a Cinnabon franchisee's business?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provisions | Section in Franchise Agreement | Summary |
|---|---|---|
| n. Our right of first refusal to acquire your business | FA: 16.8 | We can match any offer for your Bakery or substantially all interest in your entity. |
| ES: 20.Q. | Above not applicable for an Express Bakery. | |
| Provision | Section in the SRU Addendum | Summary |
| --------------------------------------------------------------------------------- | ----------------------------------- | --------- |
| n. Our right of first refusal to | Not applicable | |
| acquire franchisee's business | ||
| Provision | Section in the SRU Lease Agreement | Summary |
| --------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |
| n. Our right of first refusal to | Not applicable | |
| acquire franchisee's business |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 93–100)
What This Means (2025 FDD)
According to the 2025 Cinnabon Franchise Disclosure Document, Cinnabon does retain a right of first refusal to acquire a franchisee's business. Specifically, Cinnabon can match any offer a franchisee receives for their bakery or for substantially all of the interest in the franchisee's entity. This provision is detailed in Section 16.8 of the Franchise Agreement. However, this right of first refusal does not apply to Express Bakeries, as noted in ES: 20.Q.
For a prospective franchisee, this means that if you decide to sell your Cinnabon franchise, you must first offer Cinnabon the opportunity to buy it on the same terms as any third-party offer you receive. This could potentially delay or complicate the sale of your franchise, as you'll need to wait for Cinnabon to decide whether to exercise its right. If Cinnabon matches the offer, you will be obligated to sell the franchise to them instead of the third party.
It is important to note the exception for Express Bakeries, where this right of first refusal does not apply. This could be a significant factor for franchisees considering different Cinnabon store formats. Franchisees should carefully review Section 16.8 of the Franchise Agreement to fully understand the implications of Cinnabon's right of first refusal and how it might affect their ability to sell their franchise in the future.
Additionally, the SRU Addendum and SRU Lease Agreement also address the right of first refusal. According to the 2025 FDD, the right of first refusal is not applicable in either the SRU Addendum or the SRU Lease Agreement.