Is the application of Minnesota law to the Basecamp Fitness Franchise Agreement subject to state law?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| w. Choice of law | Section 20.D – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, Minnesota law generally applies. Section in Franchise or Other |
MINNESOTA ADDENDUM TO DEVELOPMENT AGREEMENT
Notwithstanding anything to the contrary set forth in the Basecamp Fitness Franchisor LLC Area Development Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Basecamp Fitness franchises offered and sold in the state of Minnesota:
This Minnesota Addendum is only applicable if you are a resident of Minnesota or if your business will be located in Minnesota.
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- Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the application of Minnesota law to the Franchise Agreement is subject to state law. Specifically, the Franchise Agreement dictates that Minnesota law generally applies; however, this is "subject to state law." This means that while the agreement is governed by Minnesota law, if any provision conflicts with the laws of the state where the franchisee is located, those state laws will take precedence.
For a prospective Basecamp Fitness franchisee, this is an important consideration. It means that certain aspects of the Franchise Agreement could be interpreted differently or may not be enforceable depending on the specific state in which they operate their franchise. This is particularly relevant for franchisees in states with strong franchise protection laws.
Furthermore, the Minnesota Addendum to the Development Agreement reinforces this point for franchisees operating in Minnesota. It states that nothing in the agreement can reduce any of the franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies provided by the laws of the jurisdiction. This ensures that Minnesota franchisees are protected by their state's franchise laws, regardless of what the Franchise Agreement might otherwise stipulate. Basecamp Fitness is also prohibited from requiring litigation to be conducted outside Minnesota.
It is advisable for all prospective Basecamp Fitness franchisees to consult with legal counsel to understand how the laws of their specific state might affect the terms and conditions of the Franchise Agreement. This is especially important when the agreement specifies the application of laws from a different state.