Where does each party consent to personal jurisdiction and venue in the Noodles & Company agreement?
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 the 2025 Noodles & Company Franchise Disclosure Document, the franchise agreement is governed by Colorado law, excluding its choice of laws rules, 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. Colorado law will prevail in the event of any conflict of law, without regard to its conflict of law principles.
However, if any provision of the agreement would not be enforceable under Colorado law, and if 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 shall be construed under the laws of that state.
This means that while Colorado law generally applies, the specific laws of the state where the Noodles & Company franchise is located may take precedence if a particular provision in the agreement is unenforceable under Colorado law but enforceable under the local state law. This ensures that the franchise agreement remains as enforceable as possible, taking into account local legal variations.