Does Noodles & Company execute the agreement in reliance on the statements made by the franchisee?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
You and your Principal Owners, jointly and severally if applicable, represent and warrant to us as an inducement to our entering into this Agreement that: (a) all statements you have made and all materials you have submitted to us in connection with your application to us are accurate and complete and that you have made no material misrepresentations or material omissions in obtaining the franchise; (b) neither you nor any of your Principal Owners has made any untrue statement of any material fact or has omitted to state any material fact in the written information you have submitted in obtaining the rights granted hereunder; (c) neither you nor any of your Owners has any direct or indirect legal or beneficial interest in any business that may be deemed a Competitive Business, except as you have otherwise completely and accurately disclosed in writing to us in connection with obtaining the rights granted hereunder; and (d) the execution and performance of this Agreement will not violate any other agreement to which you or any of your Owners may be bound.
You recognize that we have executed this Agreement in reliance of all of the statements you and your Owners have made in writing in connection with this Agreement.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company does execute the franchise agreement in reliance on the statements made by the franchisee. Specifically, the franchisee and their principal owners represent and warrant that all statements and materials submitted in connection with their application are accurate and complete, with no material misrepresentations or omissions. They also warrant that they have disclosed any potential conflicts of interest, such as involvement in competitive businesses, and that entering into the agreement will not violate any other agreements they may be bound by.
Noodles & Company explicitly states that it has executed the agreement in reliance on all written statements made by the franchisee and their owners. This means that Noodles & Company is entering into the agreement based on the truthfulness and completeness of the information provided by the franchisee. If the franchisee provides false or misleading information, it could have legal consequences and potentially lead to termination of the agreement.
However, the FDD also includes a provision that applies only to franchisees in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin). This provision states that no statement or acknowledgement signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on any statement made by Noodles & Company or its representatives. This suggests that while Noodles & Company relies on the franchisee's statements, franchisees in those states retain certain protections against misrepresentation or fraud.
Prospective franchisees should ensure that all information provided to Noodles & Company during the application process is accurate and complete. It is also advisable to consult with an attorney to fully understand the implications of these representations and warranties, as well as the protections afforded by state franchise laws, especially if operating in one of the listed states.