Does the Basecamp Fitness agreement allow for oral modifications?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
ota) relating to franchises or business opportunities, other than those of the state in which the Franchised Location is located. This waiver of any rights under Minnesota law will not apply if the Franchised Location is located in Minnesota or you are a resident of (or if you are an entity, your principal(s) is a resident of) Minnesota.
- E. Disavowal of Oral Representations. You and we acknowledge that we want all terms of our business relationship to be defined in this written agreement, and that neither of us wants to enter into a business relationship with the other in which any terms or obligations are subject to any oral statements or in which oral statements serve as the basis for creating rights or obligations different than or supplementary to the rights and obligations as set forth in this Agreement. Therefore, you and we agree that this Agreement will supersede and cancel any prior and/or contemporaneous discussions between us. We each agree that we placed, and will place, no reliance on any such discussions. You agree that no representations have been made to you concerning this Agreement or the Basecamp Fitness franchise other than as contained in this Agreement and in the Franchise Disclosure Document you received before you signed this Agreement (the "FDD").
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the franchise agreement emphasizes that all terms of the business relationship are defined within the written agreement. It explicitly disavows any reliance on oral statements or discussions to create rights or obligations that are different from or supplementary to those outlined in the agreement. This means that any prior or contemporaneous discussions between Basecamp Fitness and the franchisee are superseded and canceled by the written agreement.
Basecamp Fitness ensures that franchisees acknowledge that no representations have been made concerning the agreement or the franchise, other than what is contained within the agreement itself and the Franchise Disclosure Document (FDD). Furthermore, franchisees agree that no claims, representations, or warranties of earnings, sales, profits, or success of their Basecamp Studio have been made, except as set forth in Item 19 of the FDD. This provision aims to prevent misunderstandings or disputes based on verbal promises or assurances that are not documented in the official franchise documents.
Moreover, any approvals or consents required under the Basecamp Fitness agreement must be given in writing to be effective. This requirement reinforces the importance of written documentation and ensures that all agreements and understandings are clearly recorded and verifiable. This clause protects both the franchisee and Basecamp Fitness by providing a clear record of any modifications or waivers to the original agreement, reducing the potential for disputes based on differing recollections of verbal agreements. Therefore, a prospective franchisee should ensure that all material terms and conditions are documented in writing to avoid future conflicts.