How are disputes arising out of the Noodles & Company Area Development Agreement resolved?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
IONAL DISCLOSURES REQUIRED BY THE STATE OF RHODE ISLAND**
Item 17, Additional Disclosure. The following statement is added to Item 17:
Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that: "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
ADDENDUM TO THE NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT REQUIRED FOR RHODE ISLAND FRANCHISEES
| This Addendum to the Noodles & Company Area Development Agreement dated between Noodles & Company and | |
|---|---|
| ("Area Operator") is entered into simultaneously with the execution of the Area | |
| Development Agreement. | |
| 1. | |
| The provisions of this Addendum form an integral part of, and are incorporated | |
| into the Area Development Agreement. This Addendum is being executed because: (A) | |
| the offer or sale of a franchise to Area Operator was made in the State of Rhode Island; | |
| (B) Area Operator is a resident of the State of Rhode Island; and/or (C) part or all of the | |
| Development Area is located in the State of Rhode Island. | |
| 2. | |
| The following sentence is added to Sections 10.01 and 10.04: | |
| Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that: | |
| "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside | |
| this state or requiring the application of the laws of another state is void with respect to a | |
| claim otherwise enforceable under this Act." | |
| 3. | |
| The provisions of this Addendum will be effective only to the extent that the | |
| jurisdictional requirements of the Rhode Island Franchise Investment Law are met | |
| independently of this Addendum. | |
| 4. | Any capitalized terms that are not defined in this Addendum shall have the |
| meaning given them in the Area Development Agreement. | |
| 5. | Except as expressly modified by this Addendum, the Area Development |
| Agreement remains unmodified and in full force and effect. | |
| ATTEST: | NOODLES & COMPANY: |
| By: | By: |
| Print Name: | Print Name: |
| Title: | Title: Date: |
| ATTEST/WITNESS: | AREA OPERATOR: Date: |
ADDENDUM TO THE NOODLES & COMPANY FRANCHISE AGREEMENT REQUIRED FOR RHODE ISLAND FRANCHISEES
___________________________________ ______________________
| Date: |
ADDENDA REQUIRED BY VIRGINIA
ADDITIONAL DISCLOSURES REQUIRED BY THE COMMONWEALTH OF VIRGINIA
Pursuant to subsections D and E of Rule 21 VAC 5-110-55, and in recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Noodles & Company shall be amended as follows:
1. Additional Disclosures for Item 17.h. The following statements are added to Item 17.h.:
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement do not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the Franchise Agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.
2.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
Based on the 2025 Noodles & Company Franchise Disclosure Document, the resolution of disputes arising from the Area Development Agreement is subject to specific addenda that vary by state. For instance, franchisees in North Dakota have the right to insist that arbitration or mediation occur at a location agreeable to all parties, as per the North Dakota Franchise Investment Law. This law also voids any provision requiring franchisees to consent to out-of-state court jurisdiction or the application of non-North Dakota laws. Similarly, Minnesota franchisees are protected by Minnesota Statutes, Chapter 80C, which prevents Noodles & Company from mandating litigation outside of Minnesota and ensures that the franchisee's rights and access to legal procedures within the state are upheld. These stipulations are added to the end of sections within the Area Development Agreement related to dispute resolution.
For franchisees in Maryland and Rhode Island, similar protections exist. Maryland law ensures that franchisees cannot be compelled to waive rights or release Noodles & Company from liabilities under the Maryland Franchise Registration and Disclosure Law. Additionally, Maryland franchisees have the right to bring lawsuits in Maryland for claims arising under this law, with a three-year statute of limitations from the grant of the franchise. Rhode Island law voids any provision in the franchise agreement that restricts jurisdiction or venue to a forum outside of Rhode Island or requires the application of another state's laws, ensuring that disputes are resolved within the state's legal framework.
These addenda highlight the importance of understanding the specific state laws that govern the franchise agreement. Prospective Noodles & Company area developers should carefully review the addendum applicable to their state of residence or development area to fully understand their rights and obligations regarding dispute resolution. The FDD emphasizes that except as expressly modified by these addenda, the Area Development Agreement remains in full force and effect, meaning that the standard terms of the agreement apply unless specifically overridden by state law.