How long does Cinnaholic Franchisor have to accept a Developer's offer of sale?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
If during the term of this Agreement, Developer shall receive a bona fide offer from a prospective purchaser for any interest in Developer or any Bakeries (whether by sale of assets, sale of equity interest, merger, consolidation or otherwise), it shall offer the same to Franchisor in writing at the same price and on the same terms or the monetary equivalent; which offer Franchisor may accept at any time within 30 days after receipt thereof. If the parties cannot agree on a reasonable monetary equivalent, an independent appraiser designated by Franchisor shall determine the monetary equivalent and the appraiser's determination will be final. If Franchisor declines, or does not within such 30 day period accept, such offer, then Developer may make such Transfer to such purchaser (provided Franchisor approves of such purchaser in accordance with Section 13.2 and subject to compliance with Section 13.4), but not at a lower price nor on more favorable terms than have been offered to Franchisor. If Developer fails to complete such Transfer within 90 days following the refusal or failure to act by Franchisor, then Developer may not complete such Transfer without first offering the same to Franchisor again as provided above. The parties recognize that the terms of this Section 15 do not apply to a sale and subsequent leaseback of any site of any Bakery or any furnishings or equipment used thereon, or any other Transfer of the site of any Bakery or the furnishings or equipment thereon in connection with any bona fide financing plan. In no event shall Developer or any Equity Holder offer any interest in this Agreement or in Developer or any Equity Holder for Transfer at public auction, nor at any time shall an offer be made to the public to Transfer this Agreement or any interest in Developer or any Equity Holder, through the medium of advertisement, either in the newspapers or otherwise, without having first obtained the written consent of Franchisor to such advertisement or publication.
Source: Item 23 — RECEIPT (FDD pages 62–269)
What This Means (2025 FDD)
According to the 2025 Cinnaholic Franchise Disclosure Document, if a Developer receives a legitimate offer from a potential buyer for any interest in the Developer or any Bakeries, they must first offer it to Cinnaholic. Cinnaholic then has 30 days to accept or decline the offer.
This right of first refusal allows Cinnaholic to maintain control over who becomes involved in their franchise system. If Cinnaholic declines the offer or does not respond within the 30-day period, the Developer is then free to proceed with the sale to the original prospective purchaser, provided that Cinnaholic approves of the purchaser and the terms are no less favorable than those offered to Cinnaholic.
However, if the sale is not completed within 90 days following Cinnaholic's refusal or failure to act, the Developer must re-offer the opportunity to Cinnaholic before proceeding with the transfer. This ensures Cinnaholic always has the first option to buy back the business under the current terms. This condition does not apply to a sale and subsequent leaseback of any Bakery site or its furnishings/equipment related to a bona fide financing plan.
This clause protects Cinnaholic's interests by giving them the opportunity to buy back a franchise location if the franchisee decides to sell. It also ensures that any new owner meets Cinnaholic's standards and that the terms of the sale are not less favorable than what Cinnaholic would be willing to offer.