To what jurisdiction do Noodles & Company franchisees irrevocably submit in the event of a lawsuit?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 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 franchise agreement is generally interpreted under the laws of Colorado, excluding its choice of laws rules, except to the extent governed by the United States Trademark Act of 1946 or other federal law. This means that in most legal disputes arising from the franchise agreement, Colorado law will be applied.
However, there is an exception: if any provision of the agreement would not be enforceable under Colorado law, and the Noodles & Company restaurant is located outside of Colorado, the laws of the state where the restaurant is located will govern that specific provision, but only if that state's laws would make the provision enforceable. This ensures that the agreement is interpreted in a way that maximizes its enforceability, taking into account local laws where the franchise operates.
This clause does not constitute a waiver of any of the franchisee's rights under any applicable franchise law of another state. This means that while Colorado law generally applies, the franchisee still retains any protections or rights afforded to them by franchise laws in their own state. This is a fairly common practice in franchising, where franchisors often choose a specific state's law to govern the agreement for consistency, but must also account for local laws that protect franchisees.