Is Cinnabon's right of first refusal applicable to Express Bakeries?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provisions | Section in Franchise Agreement | Summary |
|---|---|---|
| o. You must comply with our right of first refusal. p. If you operate a Co-Branded Bakery, the Co-Branded Agreement or Co-Branded Franchise are transferred at the same time. | ||
| FA: 16.4 (non-control transfers) | a. You give us prior written notice of the transfer. b. You pay all sums owed. c. You are not in default d. Transferee meets qualifications e. Transferee signs assignment and guaranty f. You and your guarantors and owners sign a general release. g. You remain liable for pre-Transfer obligations. h.You pay us a Transfer Fee. | |
| FA: 16.5 (related party transfers) | a. You give us prior written notice of the transfer. b. You are not in default c. Transferee meets qualifications d. Transferee assumes in writing the Franchise Agreement and the guaranty. e. You may not be in default under the Franchise Agreement. f. You pay us a Transfer Fee. g. You and your guarantors and owners must sign a general release and remain liable for pre-Transfer obligations | |
| 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. |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 93–100)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, the franchisor's right of first refusal to acquire a franchisee's business does not apply to Express Bakeries. The FDD outlines Cinnabon's right to match any offer for a bakery or substantially all interest in the franchisee's entity under the Franchise Agreement. However, the Express Schedule, which contains modifications to the standard Franchise Agreement for Express Bakeries, specifically states that this right of first refusal is not applicable to Express Bakeries.
This means that if a Cinnabon Express Bakery franchisee wishes to sell their business, Cinnabon does not have the first option to buy it by matching another offer. This could make it easier for an Express Bakery franchisee to sell their business to a third party, as they do not have to wait for Cinnabon to decide whether or not to exercise its right of first refusal.
Prospective franchisees should carefully review the Express Schedule within the Franchise Agreement to fully understand the differences between the standard franchise terms and those applicable to Express Bakeries. Understanding these distinctions is crucial for making informed decisions about which type of Cinnabon franchise to pursue.