Are there any exceptions to Cinnabon's sole and absolute discretion to withhold consent for a transfer?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
We have sole and absolute discretion to withhold our consent, except as otherwise provided in Sections 16.4 through 16.7.
Without limiting the foregoing, we will not consent to a Transfer, and we are under no obligation to do so, if (i) your Franchised Business is not open and operating; or (ii) the Transfer would cause a transferee or its owners to breach another agreement (whether or not with us).
- 16.5 Related Party Transfers.
Notwithstanding anything to the contrary in Section 16.3 (Control Transfer) or 16.4 (Non-Control Transfers), you may Transfer cumulatively (i) up to a 49% (100% on your death or disability) interest in this Agreement, the Franchised Business, or your Entity to your spouse, your parent, or your child or (ii) up to a 100% interest in this Agreement, the Franchised Business, or your Entity to any of the original guarantors to this Agreement, provided you (a) give us prior written notice of the Transfer; (b) you and/or your transferee comply with the conditions in Section 16.3.C. (not in default), 16.3.E. (transferee meets qualifications), 16.3.H. (sign assignment and guaranty), 16.3.I. (sign general release), and 16.3.L. (remain liable for pre-Transfer obligations); (c) you pay us a transfer fee equal to 10% of the then-current initial franchise fee; and (d) if the Transfer is of a Controlling Interest, the transferee and any other personnel we designate satisfactorily complete before the date of Transfer our Management Training Program.
- 16.6 Transfer Upon Death or Incapacity.
If you or any Owner dies, becomes incapacitated, or enters bankruptcy proceedings, that person's executor, administrator, personal representative, or trustee must apply to us in writing within three months after the event (death, declaration of incapacity, or filing of a bankruptcy petition) for consent to Transfer the person's interest.
The Transfer will be subject to the provisions of this Section 16, as applicable, except there shall be no transfer fee due.
In addition, if you operate an Express Bakery located in a Host Facility and your Host Facility is a franchise, you may not Transfer any of your rights or obligations under this Agreement unless you also transfer the Host Facility in compliance with any franchise agreement for the Host Facility.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, Cinnabon has sole and absolute discretion to withhold consent for a transfer, but there are exceptions outlined in Sections 16.4 through 16.7. Cinnabon will not consent to a transfer if the franchised business is not open and operating, or if the transfer would cause a transferee or its owners to breach another agreement.
For Control Transfers, Cinnabon may specify conditions that must be met, including written notification at least 90 days prior to the transfer with all requested information provided at least 60 days prior, payment of all sums owed to Cinnabon and its affiliates, and adherence to other conditions.
There are exceptions for Related Party Transfers, where a franchisee can transfer up to 49% interest (100% upon death or disability) to a spouse, parent, or child, or up to 100% to original guarantors, provided certain conditions are met. These conditions include prior written notice, compliance with specific sections regarding default, transferee qualifications, signing agreements, and payment of a transfer fee equal to 10% of the then-current initial franchise fee. If the transfer is of a Controlling Interest, the transferee must complete Cinnabon's Management Training Program.
In the event of death, incapacity, or bankruptcy, the executor, administrator, personal representative, or trustee must apply in writing within three months for consent to transfer the person's interest, subject to the provisions of Section 16, but without a transfer fee. For Express Bakeries located in a Host Facility, a franchisee may not transfer any rights or obligations under the agreement unless they also transfer the Host Facility in compliance with any franchise agreement for the Host Facility.