Does the expiration or termination of the Noodles & Company agreement affect the dispute resolution provisions?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
t independently of this Addendum.
- 8. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Area Development Agreement.
| ATTEST: | NOODLES & COMPANY: | |-----------------|--------------------| | By: | By: | | Print Name: | Print Name: | | Title: | Title: Date: | | ATTEST/WITNESS: | AREA OPERATOR: | | | | | | | | | | | | Date: | 9. Except as expressly modified by this Addendum, the Area Development
Agreement remains unmodified and in full force and effect.
ADDENDUM TO THE NOODLES & COMPANY FRANCHISE AGREEMENT REQUIRED FOR NORTH DAKOTA FRANCHISEES
This Addendum to the Noodles & Company Franchise Agreement dated between Noodles & Company and ("Area Operator") is entered into simultaneously with the execution of the Franchise Agreement.
- 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of the franchise to Area Operator was made in the State of North Dakota; (B) Area Operator is a resident of the State of North Dakota; and/or (C) your Noodles & Company Restaurant will be located or operated in the State of North Dakota.
- 2. ACKNOWLEDGMENTS. The acknowledgments in Sections 1.02 (c), (d) and (e) of the Franchise Agreement are hereby deleted.
- 3. The following sentence is added to the end of Sections 7 and 16.05:
Covenants not to compete are generally considered unenforceable in the State of North Dakota.
4. The following sentences are added to the end of Section 19.01:
Pursuant to the North Dakota Franchise Investment Law, any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota is void. Further, any provision requiring franchisees to agree to the arbitration or mediation of disputes at a location that is remote from the franchisee's business has been deemed unfair, unjust, or inequitable by the North Dakota Securities Commissioner. Accordingly, the site of arbitration or mediation must be agreeable to all parties.
5. The following sentence is added to the end of Section 19.04:
Pursuant to the North Dakota Franchise Investment Law, any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota is void.
- 6. Sections 19.05(a) and 19.05(d) are deleted.
- 7. The following sentence is added at the end of Sections 19.05(b) and 20.03:
Notwithstanding the foregoing, the statute of limitations under North Dakota law applies.
8. The provisions of this Addendum will be effective only to the extent that the jurisdictional requirements of the North Dakota Franchise Investment Law are met independently of this Addendum.
- 9. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
- 10. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
Based on the 2025 Noodles & Company Franchise Disclosure Document, the impact of the expiration or termination of the franchise agreement on dispute resolution provisions varies by state. For instance, in North Dakota, the addendum to the franchise agreement states that any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota is void. Additionally, any provision requiring franchisees to agree to arbitration or mediation of disputes at a location remote from the franchisee's business is deemed unfair. Therefore, the site of arbitration or mediation must be agreeable to all parties.
Similarly, in Minnesota, the FDD states that Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit Noodles & Company from requiring litigation to be conducted outside Minnesota. The disclosure document or agreements cannot reduce any rights provided in Minnesota Statutes, Chapter 80C, or rights to any procedure, forum, or remedies provided by the laws of the jurisdiction.
In Maryland, the franchise agreement states that any provisions requiring a general release of claims against Noodles & Company upon renewal or transfer does not release any claim under the Maryland Franchise Registration and Disclosure Law. Claims arising under this law must be brought within 3 years after the grant of the franchise, and a franchisee may bring a lawsuit in Maryland for such claims. These stipulations ensure that franchisees retain certain legal rights and protections even upon termination or expiration of the franchise agreement, particularly concerning dispute resolution and legal recourse within their respective states.