What authority does a Noodles & Company franchisee warrant that they possess when entering into the agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and each of its Owners represents and warrants that the following is a complete and accurate list of all Owners of Franchisee, including the full name and mailing address of each Owner, and fully describes the nature and extent of each Owner's interest in Franchisee. Franchisee and each Owner as to his ownership interest, represents and warrants that each Owner is the sole and exclusive legal and beneficial owner of his ownership interest in Franchisee, free and clear of all liens, restrictions, agreements and encumbrances of any kind or nature, other than those required or permitted by this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, each Noodles & Company franchisee and their owners must guarantee that they have the legal authority to enter into the agreement. Specifically, the franchisee and each owner must represent and warrant that they are the sole and exclusive legal and beneficial owner of their ownership interest in the franchise. This ownership must be free and clear of all liens, restrictions, agreements, and encumbrances, except as required or permitted by the Franchise Agreement.
This warranty ensures that Noodles & Company is dealing with individuals who have the full right and power to operate the franchise without interference from other parties who might claim an interest in the ownership. This is a standard practice in franchising to protect the franchisor from legal challenges regarding ownership and control of the franchise.
In practical terms, a prospective Noodles & Company franchisee must conduct a thorough review of their ownership structure to ensure compliance with this requirement. Any existing liens, restrictions, or agreements that could affect ownership must be disclosed and resolved before entering into the Franchise Agreement. Failure to do so could result in a breach of warranty and potential legal consequences.
Noodles & Company requires this to ensure clarity and security in the franchise relationship, confirming that the franchisee has the unencumbered right to operate the business. This protects both the franchisee and Noodles & Company by establishing a clear understanding of ownership rights and responsibilities from the outset.