Under what circumstances regarding the location of the franchised business will a provision of the Cinnabon Guaranty be interpreted and construed under the laws of a state other than Georgia?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
This Guaranty is to be construed under and governed by the law of the State of Georgia without regard to Georgia, or any other, choice of law or conflicts of law principles.
If any provision of this Guaranty would not be enforceable under the laws of Georgia, and if the business franchised under the Franchise Agreement is located outside of Georgia and the provision would be enforceable under the laws of the state in which the franchised business is located, then that provision, and only that provision, will be interpreted and construed under the laws of that state.
Nothing in this Guaranty is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant," unfair competition, fiduciary, or other doctrine of law of Georgia or any other state.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to Cinnabon's 2025 Franchise Disclosure Document, the Cinnabon Guaranty is generally construed under the laws of Georgia. However, if any provision of the Guaranty is unenforceable under Georgia law, and the franchised Cinnabon business is located outside of Georgia, the laws of the state where the franchised business is located will govern the interpretation and construction of that specific provision, but only if that provision would be enforceable under the laws of that state.
This means that while Georgia law typically applies to the Cinnabon Guaranty, there's an exception to ensure enforceability. If a specific clause in the Guaranty wouldn't hold up in Georgia courts, but would be valid in the state where the Cinnabon store is located, then the laws of that state will be used to interpret that particular clause. This protects both Cinnabon and the franchisee by ensuring that the Guaranty remains as enforceable as possible, given the specific location of the franchise.
It is important to note that this exception only applies to the specific provision that is unenforceable in Georgia and only if it is enforceable in the state where the Cinnabon franchise is located. The rest of the Guaranty would still be governed by Georgia law. Furthermore, the Guaranty is not intended to invoke any franchise, business opportunity, antitrust, or similar legal doctrines of Georgia or any other state.