Which state's law governs disputes related to Cinnabon non-competition covenants?

Question

Accepted Answer

| 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. |
| o. Our option to | FA: 18.4 | We may purchase your Goods related to the Bakery at the fair |
| purchase your |  | market value (exclusive of good will) and may purchase your |
| business |  | Accepted Location if you own it or your interest in any lease. |
|  | ES: 20.U. | Above not applicable for an Express Bakery. |
| p. Your death or disability | FA: 16.6 | Upon 180 days from your death or permanent incapacity you must transfer all rights and interests to buyer that complies with Transfer provisions, except no Transfer Fee will be due. |
| q. Non- | FA: 15.4 | No involvement in a competitive business (generally, similar types of |
| competition |  | businesses that offer products the same or similar to the Approved |
| covenants |  | Products) anywhere. You may not divert or attempt to divert any |
| during the |  | business or potential business, misuse vendor relationships, or |
| term of the |  | perform, directly or indirectly, any other act injurious or prejudicial to |
| franchise |  | the goodwill associated with the Proprietary Marks and the System. |
| r. Non- competition covenants after the franchise is terminated or expires | FA: 15.4.B | For 12 months after expiration or termination, no involvement in a competitive business at the Accepted Location, within 3 miles of your Accepted Location, or within 3 miles of any Bakery; and no diverting or attempting to divert any business from any Bakery. |
| s. Modification of | FA: 8.3, 22.2 | No oral modifications, but we can change the Manuals. |
| the agreement | and 22.3 |  |
| t. Integration/ merger clause | FA: 22.2 | Only the terms of the Franchise Agreement and related agreements are binding (subject to state law). Any representations or promises outside of the Disclosure Document and Franchise Agreement may not be enforceable. |
| u. Dispute | FA: 19.1 | Most disputes must be resolved by arbitration. |
| resolution by |  |  |
| arbitration or |  |  |
| mediation |  |  |
| v. Choice of forum | FA: 19.1 | Subject to state law, currently, arbitration or lawsuit must be in the metropolitan area of district court where our principal place of business is located (currently, Georgia). |
| w. Choice of law | FA: 15.6 and 22.5 | Subject to state law, Georgia law applies to all disputes except those related to the non-competition covenants, which will be governed by the laws of the state in which your Bakery is located.

Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 93–100)

Which state's law governs disputes related to Cinnabon non-competition covenants?

Answer from 2025 FDD Document

What This Means (2025 FDD)

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.
o. Our option to	FA: 18.4	We may purchase your Goods related to the Bakery at the fair
purchase your		market value (exclusive of good will) and may purchase your
business		Accepted Location if you own it or your interest in any lease.
	ES: 20.U.	Above not applicable for an Express Bakery.
p. Your death or disability	FA: 16.6	Upon 180 days from your death or permanent incapacity you must transfer all rights and interests to buyer that complies with Transfer provisions, except no Transfer Fee will be due.
q. Non-	FA: 15.4	No involvement in a competitive business (generally, similar types of
competition		businesses that offer products the same or similar to the Approved
covenants		Products) anywhere. You may not divert or attempt to divert any
during the		business or potential business, misuse vendor relationships, or
term of the		perform, directly or indirectly, any other act injurious or prejudicial to
franchise		the goodwill associated with the Proprietary Marks and the System.
r. Non- competition covenants after the franchise is terminated or expires	FA: 15.4.B	For 12 months after expiration or termination, no involvement in a competitive business at the Accepted Location, within 3 miles of your Accepted Location, or within 3 miles of any Bakery; and no diverting or attempting to divert any business from any Bakery.
s. Modification of	FA: 8.3, 22.2	No oral modifications, but we can change the Manuals.
the agreement	and 22.3
t. Integration/ merger clause	FA: 22.2	Only the terms of the Franchise Agreement and related agreements are binding (subject to state law). Any representations or promises outside of the Disclosure Document and Franchise Agreement may not be enforceable.
u. Dispute	FA: 19.1	Most disputes must be resolved by arbitration.
resolution by
arbitration or
mediation
v. Choice of forum	FA: 19.1	Subject to state law, currently, arbitration or lawsuit must be in the metropolitan area of district court where our principal place of business is located (currently, Georgia).
w. Choice of law	FA: 15.6 and 22.5	Subject to state law, Georgia law applies to all disputes except those related to the non-competition covenants, which will be governed by the laws of the state in which your Bakery is located.