In which state and court system must all suits regarding disputes between the franchisee and Noodles & Company be brought?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
| s. Modification of the agreement | Sections 10.01 and 20.05 | Generally, no modification except by written agreement signed by both parties. However, the Noodles & Company Operations Manual and the System are subject to change by us. We can increase the total aggregate amount of advertising and marketing fund we can require you to pay (currently a maximum of 5.5% of Net Royalty Sales) if 66.0% of the then existing Noodles & Company restaurants vote to approve such an increase. |
|---|---|---|
| t. Integration/merger clause | Section 20.05 | Only terms of Franchise Agreement |
| and other related written agreements | ||
| are binding (subject to applicable state | ||
| law). No other representations or | ||
| promises will be binding. Nothing in | ||
| the Franchise Agreement or in any | ||
| other related written agreement is | ||
| intended to disclaim representations | ||
| made in this franchise disclosure | ||
| document. | ||
| u. Dispute resolution by arbitration or mediation | Section 19.01 | Except for claims by you or us for payment or claims seeking an injunction, all disputes related to the Franchise Agreement must be mediated in non-binding mediation. |
| v. Choice of forum | Section 19.01 | All suits regarding disputes between |
| you and us must be brought in the | ||
| federal court that sits in the state in | ||
| which we have our principal offices, | ||
| which is currently the State of | ||
| Colorado, or in the state courts that sit | ||
| in the city and county in which we | ||
| have our principal offices, which are | ||
| currently in the city and county of | ||
| Broomfield in the state of Colorado. | ||
| See Exhibit G for state-specific | ||
| requirements regarding choice of | ||
| forum. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 63–83)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, any legal disputes between a franchisee and Noodles & Company must be initiated in specific courts located in Colorado. Specifically, lawsuits must be filed in the federal court that has jurisdiction where Noodles & Company has its principal offices, or in the state courts located in the city and county where Noodles & Company's principal offices are situated. Currently, the principal offices are located in the city and county of Broomfield, Colorado.
This clause dictates that franchisees must bear the expense and inconvenience of litigating any disputes with Noodles & Company in Colorado, regardless of where their franchise is located. This is a common practice in franchising, as it allows the franchisor to manage legal issues in a consistent and familiar jurisdiction.
However, the FDD also notes an important caveat: Exhibit G may contain state-specific requirements that modify this choice of forum. Therefore, prospective franchisees should carefully review Exhibit G to understand if the forum selection clause is different based on their state's laws. This is particularly important because some states may have franchise laws that invalidate or modify such clauses to protect franchisees.