What federal law might govern the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.) or other federal law, this Agreement shall be interpreted under the laws of the State of Colorado, excluding its choice of laws rules. This Agreement shall be construed under the laws of the State of Colorado, provided the foregoing shall not constitute a waiver of any of your rights under any applicable franchise law of another state. Otherwise, in the event of any conflict of law, Colorado law will prevail, without regard to its conflict of law principles. However, if any provision of this Agreement would not be enforceable under Colorado law, and if your Noodles & Company Restaurant is located outside of Colorado and such provision would be enforceable under the laws of the state in which your Noodles & Company Restaurant is located, then such provision shall be construed under the laws of that state.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.) or other federal law may govern the Noodles & Company agreement. Specifically, the agreement will be interpreted under the laws of the State of Colorado, except to the extent that federal law applies. This means that while Colorado law generally governs the agreement, federal trademark law and potentially other federal laws could take precedence in certain situations.
For a prospective Noodles & Company franchisee, this clause is important because it clarifies which laws will govern the franchise agreement. Typically, franchise agreements specify a particular state's law to govern the contract, which provides predictability and consistency. However, this clause acknowledges that federal law, particularly trademark law, may also apply. This is common in franchising because trademarks are federally protected, and franchise systems rely heavily on their trademarks for brand recognition and uniformity.
The inclusion of the Lanham Act is particularly relevant because it protects Noodles & Company's trademarks, which are essential to the franchise system. If there's a dispute involving trademarks, such as unauthorized use or infringement, federal law would likely govern those aspects of the agreement. The clause also states that this does not waive any rights under any applicable franchise law of another state. This ensures that franchisees are not giving up any protections they might have under their own state's franchise laws.
It's also important to note that if any part of the agreement is unenforceable under Colorado law, but is enforceable under the laws of the state where the Noodles & Company restaurant is located, then the laws of that state will govern that specific provision. This ensures that franchisees are subject to laws that are valid in their jurisdiction, providing an additional layer of protection and legal certainty.