Which state's laws govern the Cinnabon franchise agreement?

According to the 2025 Cinnabon Franchise Disclosure Document, the franchise agreement is generally governed by Georgia law. Specifically, the guaranty is to be construed under and governed by the laws of the State of Georgia, without regard to Georgia, or any other, choice of law or conflicts of law principles. However, there are exceptions to this rule. If the franchised business is located outside of Georgia, and a provision in the guaranty would not be enforceable under Georgia law but would be enforceable under the laws of the state where the business is located, then that specific provision will be interpreted and construed under the laws of that state.

Several states have addenda that modify the governing law provisions of the Cinnabon franchise agreement. For example, for franchises governed by Minnesota law, Cinnabon will comply with Minn. Stat. § 80C.14, Subds. 3, 4, and 5, regarding termination and non-renewal notices, as well as restrictions on unreasonably withholding consent to franchise transfers. The FDD states that Minnesota law prohibits Cinnabon from requiring litigation to be conducted outside of Minnesota, and that nothing in the disclosure document or franchise agreement reduces any rights provided under Minnesota statutes Chapter 80C.

Similarly, for franchises in Illinois, the Illinois Franchise Disclosure Act states that any provision purporting to waive compliance with any provision of this Act or any other law of the state is void, and Illinois law will govern the Franchise Agreement with respect to franchisees under the jurisdiction of the Illinois Franchise Disclosure Act. For franchises in Indiana, the laws of the State of Indiana supersede any provisions of the Franchise Agreement and any other agreements, or Georgia law, if these provisions are in conflict with Indiana law. In North Dakota, the Franchise Agreement requires you to consent to the jurisdiction of a court in Georgia, but this provision may not be enforceable under North Dakota Law because North Dakota Law precludes you from consenting to jurisdiction of any court outside of North Dakota. Finally, in Rhode Island, a provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act.

For a prospective Cinnabon franchisee, this means that while the franchise agreement is generally governed by Georgia law, the specific laws that apply to their franchise may vary depending on the state in which their Cinnabon store is located. Franchisees should carefully review the addendum for their state to understand any modifications to the standard franchise agreement. It is also important to consult with a legal professional to fully understand their rights and obligations under the franchise agreement and applicable state laws.