What is the legal status of the agreement for the Noodles & Company buyer and guarantor?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1.a Buyer and Guarantor, jointly and severally, represent and warrant to Seller (each of which shall be deemed material and independently relied upon by Seller) as follows:
- (i) Buyer and each entity comprising Buyer, if applicable, is duly organized, validly existing and in good standing under the laws of the state of its organization with full power and authority to own its properties and assets and to conduct its business as now conducted or proposed to be conducted.
- (ii) Buyer has the full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement.
- (iii) Buyer has taken all necessary corporate actions to authorize and approve the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer and Guarantor enforceable against Buyer and Guarantor in accordance with its terms.
Buyer and Guarantor each hereby covenants and agrees that the foregoing representations and warranties are true and correct as of the date given and shall be true and correct as of the Closing unless Buyer notifies Seller in writing otherwise.
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 represents a legally binding commitment for both the buyer and any guarantor involved. The document specifies that the buyer must be duly organized, validly existing, and in good standing under the laws of their state, possessing the authority to own assets and conduct business. This indicates that Noodles & Company seeks to ensure that franchisees are legitimate and capable business entities.
The agreement explicitly states that the buyer has the full power and authority to enter into and perform the franchise agreement, and that all necessary corporate actions have been taken to authorize its execution, delivery, and performance. This reinforces the legal enforceability of the agreement. The FDD emphasizes that the agreement constitutes a legal, valid, and binding obligation of both the buyer and any guarantor, enforceable against them according to its terms. This means that Noodles & Company can take legal action to enforce the terms of the agreement if the franchisee or guarantor fails to meet their obligations.
Furthermore, the buyer and guarantor confirm that all representations and warranties made are true and correct as of the agreement date and will remain so at the time of closing, unless the seller is notified otherwise in writing. This places a responsibility on the buyer to ensure the accuracy of the information provided. Overall, these provisions underscore the seriousness of the franchise agreement and the legal obligations it imposes on prospective Noodles & Company franchisees and their guarantors.