What is the governing law for 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 the 2025 Noodles & Company Franchise Disclosure Document, the franchise agreement is generally governed by the laws of the State of Colorado, excluding its choice of laws rules, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act). This means that Colorado law will be used to interpret the agreement and resolve disputes, unless federal trademark law applies.
However, the FDD also specifies an important exception: if any provision of the agreement is unenforceable under Colorado law, but would be enforceable under the laws of the state where the Noodles & Company restaurant is located, then the law of that state will govern that specific provision. This ensures that franchisees are subject to laws that are valid in their specific location, even if they differ from Colorado law.
In the event of any conflict of law, Colorado law will prevail, without regard to its conflict of law principles. However, this is provided that it does not waive any of the franchisee's rights under any applicable franchise law of another state. This clause aims to balance the franchisor's desire for consistent contract interpretation with the franchisee's rights under local franchise laws.