In which states does the Noodles & Company franchise agreement not allow a waiver or disclaimer of reliance?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchise agreements for franchisees in Hawaii, Maryland, Minnesota, North Dakota, and Virginia do not allow a waiver or disclaimer of reliance. Specifically, the FDD states that no statement, questionnaire, or acknowledgement signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Noodles & Company or its representatives. This protection supersedes any conflicting terms in other documents related to the franchise agreement.
This provision means that Noodles & Company franchisees in these states retain their legal rights and protections under state franchise laws, even if they sign documents that appear to waive those rights. For example, if a franchisee relies on misleading information from Noodles & Company during the franchise sales process, they cannot be prevented from pursuing a fraud claim based on a disclaimer in the franchise agreement. This ensures that franchisees are not bound by waivers or disclaimers that could unfairly limit their legal recourse.
For a prospective Noodles & Company franchisee, this is a significant benefit. It provides an added layer of protection against potential misrepresentations or overreaching by the franchisor. Franchisees in these states can have greater confidence that their rights are safeguarded and that they can hold Noodles & Company accountable for any violations of state franchise laws. This type of clause is not universally included in franchise agreements, so it represents a notable advantage for franchisees in these specific states.
It is important for prospective franchisees to carefully review the franchise agreement and any addenda specific to their state to fully understand their rights and obligations. While this provision offers protection against waivers and disclaimers of reliance, it does not eliminate the need for thorough due diligence and legal counsel before investing in a Noodles & Company franchise.