What state's laws generally govern 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, the document also states that there are state-specific requirements regarding choice of law, which are detailed in Exhibit G.
For a prospective franchisee, this means that while Colorado law provides the baseline legal framework for the agreement, the specific laws that apply to their franchise may vary depending on the state in which they operate their Noodles & Company restaurant. This is a common practice in franchising, as state laws often have specific regulations that impact franchise relationships.
Therefore, it is crucial for potential Noodles & Company franchisees to carefully review Exhibit G of the Franchise Disclosure Document and consult with a legal professional to understand the specific legal requirements and implications for their franchise based on their location. This will help ensure they are fully aware of their rights and obligations under the Franchise Agreement and in compliance with all applicable state laws.