To what jurisdiction do Noodles & Company franchisees irrevocably submit in the event of a lawsuit arising from the franchise 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 franchise agreement, except where federal law applies, is governed by the laws of Colorado, excluding its choice of law rules. This means that generally, Colorado law will be used to interpret the agreement and resolve disputes.
However, there's an exception: if a specific part of the agreement isn't enforceable 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 apply to that specific provision. This ensures that franchisees aren't unfairly disadvantaged by a Colorado law that might not be relevant or applicable in their state.
This clause does not waive any rights that a franchisee has under the franchise laws of their own state. This means that franchisees retain any protections or rights afforded to them by their local franchise laws, regardless of what the franchise agreement says about Colorado law. This is a fairly common practice in franchising, as franchisors often choose a 'home state' law to govern the agreement, but must also comply with local laws where the franchise operates.