Which state's laws govern the interpretation of the Noodles & Company agreement, and what is the exception?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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 generally interpreted under the laws of Colorado, excluding its choice of laws rules. This means that if there are disputes about the agreement's meaning, Colorado law will be used to resolve them. This is common in franchising, as it provides a consistent legal framework.
However, there is an exception: if a specific part of the agreement wouldn't be enforceable under Colorado law, but would be enforceable under the laws of the state where the Noodles & Company restaurant is located, then the law of that state will apply to that specific provision. This exception is designed to ensure that franchisees are not subject to unenforceable terms due to conflicts with local laws.
Furthermore, the FDD states that this governing law clause does not waive any rights a franchisee has under any applicable franchise law of another state. In the event of any conflict of law, Colorado law will still prevail, without regard to its conflict of law principles, except for the specific provision mentioned above. This ensures that franchisees retain their rights under state franchise laws, which often provide additional protections.