To what jurisdiction do Noodles & Company franchisees and owners irrevocably submit for suits 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. Nothing in this Section 19 is intended to subject this Agreement to any franchise or similar law, rule or regulation of the State of Colorado to which it otherwise would not be subject.
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, except to the extent governed by the United States Trademark Act or other federal law, is interpreted under the laws of the State of Colorado, excluding its choice of laws rules. This means that generally, Colorado law will govern the interpretation and enforcement of the franchise agreement between Noodles & Company and its franchisees.
However, the FDD also states that this does not constitute a waiver of any rights under any applicable franchise law of another state. In the event of any conflict of law, Colorado law will still prevail, without regard to its conflict of law principles. This suggests that while Colorado law is the primary governing law, the franchisee's rights under their state's franchise laws are preserved.
Furthermore, if any provision of the Agreement would not be enforceable under Colorado law, and the Noodles & Company restaurant is located outside of Colorado, and such provision would be enforceable under the laws of the state in which the restaurant is located, then such provision will be construed under the laws of that state. This clause provides a potential exception where the laws of the state where the restaurant is located may apply if it results in a provision being enforceable that would otherwise be unenforceable under Colorado law. Noodles & Company specifies that nothing in this section is intended to subject the agreement to any franchise or similar law, rule, or regulation of the State of Colorado to which it otherwise would not be subject.