What is the effect of the 'no waiver or disclaimer of reliance' provision on other documents executed in connection with the Noodles & Company franchise?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, a specific provision addresses the effect of acknowledgments or statements made during the franchise commencement. This provision is included in addenda for franchisees in Virginia, Maryland, Hawaii, and Minnesota.
Specifically, any statement, questionnaire, or acknowledgment signed by the franchisee related to starting the franchise relationship cannot waive claims under applicable state franchise law, including claims of fraud in the inducement. Furthermore, these documents cannot disclaim reliance on statements made by Noodles & Company, its franchise sellers, or anyone acting on their behalf.
This "no waiver or disclaimer of reliance" provision is designed to protect franchisees by ensuring they retain their rights under state franchise laws and can hold Noodles & Company accountable for any misrepresentations. The FDD explicitly states that this provision supersedes any conflicting terms in any document executed in connection with the franchise. This means that even if other agreements contain clauses that seem to limit the franchisee's rights or ability to rely on the franchisor's statements, this specific provision will take precedence, offering an additional layer of protection to the franchisee.