Which state's law governs the Cinnaholic Franchise Agreement, and is this enforceable in California?
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 included in Item 22 states that it "shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflicts of law provisions." This means that Georgia law will be used to interpret the General Release agreement.
However, the document also includes a California-specific addendum that modifies and supersedes the standard franchise agreement for Cinnaholic franchises offered or sold in California. This addendum indicates that California franchise laws (California Franchise Investment Law §§ 31000 through 31516, and the California Franchise Relations Act, California Business and Professions Code §§ 20000 through 20043) take precedence for franchisees operating in California.
Therefore, while the General Release is governed by Georgia law, the enforceability of the Cinnaholic Franchise Agreement in California is subject to California's franchise laws, as outlined in the addendum. This ensures that California franchisees receive the protections afforded to them under state law, regardless of the Georgia law provision in the General Release.