What defenses does a Noodles & Company franchisee irrevocably waive regarding suits, actions, or proceedings?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- (a) Waiver of Punitive and Exemplary Damages. Except with respect to your obligations regarding use of the Marks in Section 5 and the Confidential Information in Section 7.01, we and you (and your Owners) each waives, to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other.
- (b) Claims barred After One Year. Any and all claims, controversies or disputes arising out of or relating to this Agreement, or the performance of Noodles & Company hereunder, shall be commenced by you against Noodles & Company within one year from the occurrence first giving rise to such claim, controversy or dispute, or such claim controversy or dispute shall be barred.
- (c) Prohibition Against Class and Collective Actions. You agree that, for our franchise system to function properly, we should not be burdened with the costs of litigating system-wide disputes. Accordingly, any disagreement between you (and your Owners) and us shall be considered unique as to its facts and shall not be brought as a class action, and you (and each of your Owners) waive any right to proceed against us, our Affiliates, or any of our officers, directors, employees, agents, successors and
assigns by way of class action, or by way of a multi-plaintiff, consolidated or collective action. In any legal action between the parties, the court shall not be precluded from making its own independent determination of the issues in question, notwithstanding the similarity of issues in any other legal action involving us and any other Area Operator, and each party waives the right to claim that a prior disposition of the same or similar issues precludes such independent determination.
(d) Waiver of Jury Trial. Furthermore, the parties agree that any legal action in connection with this Agreement shall be tried to the court sitting without a jury, and all parties hereto waive any right to have any action tried by jury.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees waive certain rights regarding legal actions. Specifically, franchisees waive the right to a jury trial in any legal action connected with the Franchise Agreement. This means that any disputes will be decided by a judge rather than a jury.
Additionally, Noodles & Company franchisees waive the right to claim punitive or exemplary damages against Noodles & Company, except in cases related to the use of trademarks and confidential information. This limitation could significantly impact the potential financial recovery in a lawsuit against the franchisor.
Furthermore, franchisees agree that any disagreement will be considered unique and cannot be brought as a class action. Franchisees also waive the right to proceed against Noodles & Company, its affiliates, officers, directors, employees, agents, successors, and assigns through class action, multi-plaintiff, consolidated, or collective action. This waiver ensures that disputes are handled individually, potentially increasing the legal costs and burdens for the franchisee. Any claims, controversies, or disputes arising out of or relating to the Franchise Agreement or Noodles & Company's performance must be commenced within one year of the event giving rise to the claim; otherwise, the claim is barred.