Besides federal law, which state's laws govern the interpretation of the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.) or other federal law, this Agreement shall be interpreted under the laws of the State of Colorado, excluding its choice of laws rules. This Agreement shall be construed under the laws of the State of Colorado, provided the foregoing shall not constitute a waiver of any of your rights under any applicable franchise law of another state. Otherwise, in the event of any conflict of law, Colorado law will prevail, without regard to its conflict of law principles. However, if any provision of this Agreement would not be enforceable under Colorado law, and if your Noodles & Company Restaurant is located outside of Colorado and such provision would be enforceable under the laws of the state in which your Noodles & Company Restaurant is located, then such provision shall be construed under the laws of that state.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 FDD, the Noodles & Company franchise agreement, excluding its choice of law rules, is generally interpreted under the laws of Colorado, except to the extent governed by federal law, such as the United States Trademark Act of 1946 (Lanham Act). This means that Colorado law will be used to resolve disputes or interpret the terms of the agreement.
However, there's an important exception: if any provision of the agreement is unenforceable under Colorado law, but would be enforceable under the laws of the state where the Noodles & Company restaurant is located, then the law of the restaurant's state will govern that specific provision. This ensures that franchisees are not subject to unenforceable terms due to conflicts between Colorado law and the laws of their own state.
In the event of any conflict of law, Colorado law will still prevail, without regard to its conflict of law principles. This indicates that Noodles & Company aims to maintain a consistent legal framework across its franchise system while also respecting the enforceability of specific provisions under local state laws where the restaurants operate.