Is the appointment of Cinnaholic as attorney-in-fact by the franchisee revocable, and if not, under what conditions?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee hereby constitutes and appoints Franchisor and any officer or agent of Franchisor, for Franchisor's benefit under the Franchise Agreement and this Internet Listing Agreement or otherwise, with full power of substitution, as Franchisee's true and lawful attorney-in-fact with full power and authority in Franchisee's place and stead, and in Franchisee's name or the name of any affiliated person or affiliated company of Franchisee, to take any and all appropriate action and to execute and deliver any and all documents that may be necessary or desirable to accomplish the purposes of this Internet Listing Agreement.
Franchisee further agrees that this appointment constitutes a power coupled with an interest and is irrevocable until Franchisee has satisfied all of its obligations under the Franchise Agreement and any and all other agreements to which Franchisee and any of its affiliates on the one hand, and Franchisor and any of its affiliates on the other, are parties, including without limitation this Internet Listing Agreement.
Source: Item 23 — RECEIPT (FDD pages 62–269)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, the franchisee's appointment of Cinnaholic as their attorney-in-fact is irrevocable. Specifically, this appointment is related to the Internet Listing Agreement and the Telephone Listing Agreement. The franchisee grants Cinnaholic the power to act on their behalf regarding internet and telephone listings associated with the Cinnaholic bakery.
This appointment remains irrevocable until the franchisee has fulfilled all obligations under the Franchise Agreement, the Internet Listing Agreement, the Telephone Listing Agreement, and any other agreements between the franchisee (including their affiliates) and Cinnaholic (including its affiliates). This means that Cinnaholic retains the authority to manage these listings until all financial, operational, and contractual duties of the franchisee are completely satisfied.
This condition protects Cinnaholic's interests by ensuring consistent brand representation and control over online and telephone listings. It prevents franchisees from potentially disrupting or mismanaging these listings, especially if the relationship between the franchisee and Cinnaholic deteriorates. For a prospective franchisee, this signifies a long-term commitment to Cinnaholic's control over these aspects of the business, even extending beyond the termination of the franchise agreement itself, until all obligations are met.
It is important for potential Cinnaholic franchisees to fully understand the scope of these obligations and the implications of granting Cinnaholic this irrevocable power of attorney. Franchisees should seek legal counsel to clarify their responsibilities and the conditions under which this appointment can be terminated, ensuring they are fully aware of their commitments throughout the duration of the franchise agreement and beyond.