What is the cure period for failing to meet the Development Schedule for a Noodles & Company franchise?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
through any channel of distribution, including, for example, grocery stores, supermarkets, convenience stores, caterers, and gas stations.
- (vi) We reserve the right to purchase or be purchased by, or merge or combine with, competing businesses wherever located.
- 2.03 Development Obligations. You must have open and operating continuously in the Development Area in accordance with and pursuant to Franchise Agreements, that cumulative number of Noodles & Company restaurants set forth in Exhibit A by the corresponding dates set forth therein ("Development Schedule"). Time is of the essence in this Agreement. In the event you fail to develop and operate Noodles & Company restaurants (i) in accordance with the Development Schedule; (ii) on an accepted site; (iii) in accordance with our then current design, construction, and equipment specifications; (iv) consistent with the plans accepted for said site; and (v) in accordance with the System, you would be in material breach of this Agreement; however, except as provided in Section 3.04(e), our right to terminate this Agreement shall be our exclusive remedy for your failure to meet the Development Schedule.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, a franchisee's failure to meet the Development Schedule constitutes a material breach of the agreement. However, the document specifies that Noodles & Company's exclusive remedy for this failure is the termination of the agreement, except as provided in Section 3.04(e). The FDD does not specify a cure period for failing to meet the Development Schedule. Instead, Noodles & Company retains the right to terminate the agreement as its primary recourse.
This means that if a Noodles & Company franchisee fails to open the required number of restaurants by the dates outlined in Exhibit A (the Development Schedule), Noodles & Company can terminate the development agreement. The franchisee would not necessarily have a set period to rectify the situation and avoid termination.
It is important to note an exception: the franchisee will not be considered in breach of the Development Schedule if delays are due to significant weather events, fires, or natural disasters, provided these delays do not exceed 20 days in total. Any extension to the schedule due to these causes requires mutual agreement between Noodles & Company and the franchisee, and cannot exceed 20 days in the aggregate during the term of the agreement and the Franchise Agreement. A prospective franchisee should clarify with Noodles & Company what specific circumstances might allow for an extension or waiver of the Development Schedule and what documentation would be required to demonstrate excusable delay.