Under what circumstances does Noodles & Company have the right of first refusal to acquire my business?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
licenses necessary to operate restaurant; and you must meet any other reasonable requirements we may impose to protect our rights. |
| n. Our right of first refusal to acquire your business | Sections 14.05 and 14.06 | We have the right to purchase your business for the same price and on the same terms and conditions as any bona fide offer for your business and in connection with a proposed transfer following death or disability. |
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| o. Our right to purchase your business | Section 15.08 | Upon expiration or termination of the Franchise Agreement, we have the right to purchase some or all of the assets of your Noodles & Company restaurant. The purchase price for the assets will be their fair market value determined as of the effective date of purchase in a manner that accounts for reasonable depreciation and condition of the assets, less any liabilities we choose to assume. |
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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, Noodles & Company holds the right of first refusal to purchase your business. This means that if you receive a legitimate offer from a third party to buy your Noodles & Company franchise, you must first offer Noodles & Company the opportunity to purchase your business under the same terms and conditions as the third-party offer.
Noodles & Company's right of first refusal extends to situations involving a proposed transfer of your business following death or disability. This ensures that Noodles & Company has the option to maintain control over the franchise's operation and brand integrity even in unforeseen circumstances. However, Noodles & Company will not exercise their right of first refusal if the proposed transferee is an heir who qualifies or is one of the surviving Owners of the Area Operator who they have already approved.
This right allows Noodles & Company to strategically manage its franchise network by having the option to acquire existing locations. For a franchisee, this means that selling the business requires offering it to Noodles & Company first, which could potentially streamline the sale process if Noodles & Company is interested. However, it also means that a franchisee cannot simply accept any offer from a third party without giving Noodles & Company the chance to match it.