Does the Noodles & Company franchise agreement specify that all claims brought by the franchisee must be brought in a specific jurisdiction?
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 the 2025 Noodles & Company Franchise Disclosure Document, the franchise agreement specifies that, 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, the agreement will be interpreted under the laws of Colorado, excluding its choice of laws rules. The franchise agreement will be construed under the laws of the State of Colorado; however, this does not constitute a waiver of any franchisee rights under any applicable franchise law of another state.
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 the agreement would not be enforceable under Colorado law, and if the Noodles & Company Restaurant is located outside of Colorado and such provision would be enforceable under the laws of the state in which the Noodles & Company Restaurant is located, then such provision shall be construed under the laws of that state.
This means that while Colorado law generally governs the interpretation of the franchise agreement, there are exceptions. Federal law takes precedence where applicable, and the franchisee's rights under other state franchise laws are not waived. Furthermore, if a specific provision is unenforceable under Colorado law but enforceable in the state where the restaurant is located, the law of the restaurant's state will govern that particular provision. This ensures that franchisees are not disadvantaged by being forced to adhere to unenforceable terms.