To what jurisdiction do the parties irrevocably submit in any suit arising out of the Noodles & Company agreement?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
Subject to the foregoing, the parties irrevocably submit to the jurisdiction of the Federal Courts of the United States and of the courts of the state, city and county in which our principal place of business is located (which is, as of the date hereof, the State of Colorado, City and County of Broomfield) in any suit, action, or proceeding, arising out of or relating to this Agreement or any other dispute between the parties. The parties irrevocably agree that all claims in respect of any such suit, action, or proceeding brought by you must be brought therein except with respect to matters that are under the exclusive jurisdiction of the Federal Courts of the United States, which shall be brought in the Federal District Court nearest to our principal place of business. The parties irrevocably waive, to the fullest extent either party may lawfully do so, the defense of an inconvenient forum to the maintenance of such suit, action, or proceeding, and the defense of lack of personal jurisdiction.
The parties agree that service of process for purposes of any such suit, action, or proceeding arising out of this Agreement may be made by serving a person of suitable age and discretion (such as the person in charge of the office) at the notice address specified on the signature page of this Agreement.
These dispute resolution provisions shall continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, all parties involved in any legal action or proceeding related to the agreement must submit to the jurisdiction of the Federal Courts of the United States. Additionally, they must submit to the jurisdiction of the courts located in the state, city, and county where Noodles & Company's primary business is situated. As of the document's date, this location is the State of Colorado, specifically the City and County of Broomfield.
This means that any lawsuit, action, or proceeding initiated by a franchisee against Noodles & Company must be brought in these specific courts, except for matters under the exclusive jurisdiction of the Federal Courts of the United States, which must be brought in the Federal District Court nearest to Noodles & Company's principal place of business. The agreement explicitly states that parties waive any objection to these forums based on inconvenience or lack of personal jurisdiction.
Furthermore, the document clarifies that service of process, which is the formal delivery of legal documents, can be carried out by serving a person of suitable age and discretion at the notice address specified in the agreement's signature page. These dispute resolution terms remain effective even after the agreement expires or is terminated, ensuring that these jurisdictional rules apply to any disputes arising even after the franchise relationship ends. This clause ensures that Noodles & Company can manage legal disputes in its home jurisdiction, which is a common practice in franchising agreements.