Does the SRU agreement allow Cinnabon to assign its rights and obligations without the lessee's consent?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Assignment.
Lessor may assign, at its sole discretion and without Lessee's consent, its rights and obligations under this Agreement.
Lessee may not assign it's rights and obligations under this Agreement except upon the prior written consent of Lessor.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, the SRU agreement allows Cinnabon, as the Lessor, to assign its rights and obligations under the agreement without obtaining the Lessee's (the franchisee's) consent. However, the franchisee (Lessee) is not allowed to assign their rights and obligations without first obtaining written consent from Cinnabon (Lessor).
This clause gives Cinnabon significant flexibility in managing its assets and business relationships related to the SRU. For a potential franchisee, this means that Cinnabon could transfer the SRU lease and its associated responsibilities to another party without needing the franchisee's approval. This could lead to changes in management or policies that affect the franchisee's operations.
Conversely, the franchisee is restricted from assigning their rights and obligations without Cinnabon's approval, ensuring Cinnabon maintains control over who operates the SRU. This protects Cinnabon's brand and operational standards. Franchisees need to be aware of this asymmetry and consider how it might impact their business if they ever want to transfer their SRU operation to someone else.
This type of clause is fairly common in franchise agreements, where the franchisor seeks to maintain control over the brand and operations. However, franchisees should carefully consider the implications and potentially negotiate for some level of input or consent rights in case of an assignment by the franchisor, especially if the relationship with the lessor is critical to their business.