Which state's law generally applies to the Noodles & Company Franchise Agreement?
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. | ||
| w. Choice of law | Section 19.04 | Colorado law applies generally. See |
| Exhibit G for state-specific | ||
| requirements regarding choice of law. |
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, the Franchise Agreement is generally governed by Colorado law. However, Exhibit G of the FDD may contain state-specific requirements regarding choice of law, which could modify the general rule depending on the franchisee's location.
This means that if a dispute arises concerning the Franchise Agreement, a Colorado court would typically interpret and apply the agreement based on Colorado law. However, franchisees should be aware that the specific state in which they operate their Noodles & Company restaurant might have its own laws that take precedence over certain aspects of the agreement.
Prospective franchisees should carefully review Exhibit G of the FDD and consult with a legal professional to understand how the choice of law provision may affect them, based on their specific location and circumstances. Understanding the applicable state law is crucial for understanding a franchisee's rights and obligations under the Noodles & Company Franchise Agreement.