What is the Noodles & Company Franchisor's Purchase Notice, and when must it be delivered?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
7.06 Noodles & Company's Right of First Refusal. If you or any of your Owners desires to Transfer the Development Rights for legal consideration, you or such Owner(s) must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and must deliver immediately to us a complete and accurate copy of such offer. If the offeror proposes to buy any other property or rights from you or any of your Owners or Affiliates (other than rights under Area Development and Franchise Agreements for Noodles & Company restaurants) as part of the bona fide offer, the proposal for such property or rights must be set forth in a separate, contemporaneous offer that is fully disclosed to us, and the price and terms of purchase offered to you or your Owners for the transfer of the Development Rights must reflect the bona fide price offered therefore and not reflect any value for any other property or rights.
We have the option, exercisable by notice delivered to you or your Owners within 60 days from the date of delivery of a complete and accurate copy of such offer to us to purchase such interest for the price and on the terms and conditions contained in such offer, provided that: (a) we may substitute cash for any form of payment proposed in such offer; (b) our credit shall be deemed equal to the credit of any proposed purchaser; and (c) we shall have not less than 90 days from the option exercise date to consummate the transaction. We have the right to investigate and analyze the business, assets, and liabilities and all other matters we deem necessary or desirable in order to make an informed investment decision with respect to the fairness of the terms of the right of first refusal and we may conduct such investigation and analysis in any manner we deem reasonably appropriate, and you and your Owners agree to cooperate fully with us in connection therewith.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, Noodles & Company has a right of first refusal if a franchisee or their owners desire to transfer their franchise or development rights. This means that if a franchisee receives a legitimate offer from a potential buyer, they must provide Noodles & Company with a complete and accurate copy of that offer. This gives Noodles & Company the first opportunity to purchase the franchise or development rights themselves.
Noodles & Company has 60 days from the date they receive the offer to exercise their option to purchase the franchise or development rights. This is done by delivering a notice to the franchisee or their owners. Noodles & Company can substitute cash for any proposed form of payment in the offer, and their credit is considered equal to any proposed purchaser's credit. Noodles & Company will have at least 90 days from the date they exercise their option to complete the transaction.
Noodles & Company has the right to investigate the business, assets, and liabilities to make an informed decision about the fairness of the terms of the right of first refusal. The franchisee and their owners must cooperate fully with Noodles & Company during this investigation. This right of first refusal allows Noodles & Company to maintain control over who becomes a franchisee and ensures that any transfer aligns with their strategic interests.