Does the choice of law for the Cinnaholic General Release include regard to its conflicts of law provisions?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
| This General Release is made effective this day of, 20 In consideration for the grant by Cinnaholic Franchising, LLC, a Georgia Limited Liability Company ("CINNAHOLIC®"), to the undersigned of certain rights in connection with the operation transfer or renewal thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, individually and collectively, hereby unconditionally release, discharge, and acquit CINNAHOLIC®, its past and present subsidiaries and affiliates, and its and their shareholders, owners, directors, officers, managers, members, partners, employees, agents, representatives, successors and assigns, from any and all liabilities, damages, claims, demands, costs, expenses, debts, indemnities, suits, disputes, controversies, actions and causes of action of any kind whatsoever, whether known or unknown, fixed or contingent, regarding or arising out of any prior or existing franchise relationship, development agreement, franchise agreement or any other agreement executed by any of the any CINNAHOLIC ®facility (whether currently or previously of them), or any other prior or existing business relationship between any of the undersigned and CINNAHOLIC® (or any subsidiary or affiliate of CINNAHOLIC®), individually or collectively has asserted, may have asserted or (or any of the aforementioned related parties) at any time up to the date of this General Release, including specifically, without limitation, claims arising from contract, written or oral communications, alleged misrepresentations, and acts of negligence, whether active or passive. This General Release shall survive the assignment or termination of any of the franchise agreements or other documents entered into by and between CINNAHOLIC® and any of the undersigned. This those rights of the undersigned which cannot be waived under applicable state franchise laws nor is it intended to relieve CINNAHOLIC® or any other the Maryland Franchise Registration and Disclosure construed in accordance with the laws of the State of Georgia without regard to its conflicts of law provisions. | of a CINNAHOLIC® facility and/or the undersigned and CINNAHOLIC (or any subsidiary or affiliate of CINNAHOLIC), owned or operated by the undersigned or any which the undersigned or any of them CINNAHOLIC® could have asserted against General Release is not intended as a waiver of person, directly or indirectly, from liability imposed by Law. This General Release shall be governed by and |
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Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, the General Release is governed by Georgia law, specifically without regard to its conflicts of law provisions. This means that in any legal dispute related to the General Release, Georgia law will be applied directly, irrespective of whether another jurisdiction's laws might otherwise be considered due to conflicts of law principles. Conflicts of law principles determine which state's laws should apply when there are differences between the laws of different states or countries. By excluding these principles, Cinnaholic ensures that Georgia law will always govern the interpretation and enforcement of the General Release.
For a prospective Cinnaholic franchisee, this is significant because it provides clarity and predictability regarding the legal framework that will govern the General Release. Regardless of where the franchisee is located or where the dispute arises, Georgia law will apply. This can be beneficial as it simplifies legal proceedings and reduces the potential for uncertainty or manipulation of the applicable law.
However, franchisees should be aware of the specific provisions of Georgia law and how they may impact their rights and obligations under the General Release. It is advisable to consult with an attorney familiar with Georgia law to fully understand the implications of this choice of law provision. This ensures that franchisees are well-informed and can make sound business decisions based on a clear understanding of their legal rights and responsibilities.