Where is 'cause' defined for termination by Basecamp Fitness, regarding non-curable defaults?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
All rights granted in this Agreement immediately terminate upon written notice without opportunity to cure if: (i) you become insolvent, commit any affirmative action of insolvency or file any action or petition of insolvency; (ii) a receiver (permanent or temporary) of your property is appointed by a court of competent authority; (iii) you make a general assignment or other similar arrangement for the benefit of your creditors; (iv) a final judgment against you remains unsatisfied of record for thirty (30) days or longer; (v) execution is levied against your business or property, or the business or property of any of your affiliates that have entered into Franchise Agreements with us; (vi) a suit to foreclose any lien or mortgage against premises or equipment is instituted against you and not dismissed within thirty (30) days, or is not in the process of being dismissed; (vii) you fail to timely meet any of your obligations set forth in the Development Schedule or you fail to comply with our requirements for securing real estate for any Basecamp Fitness Studio; (viii) you or any of your affiliates open any Basecamp Fitness Studio before that person or entity
has signed a Franchise Agreement with us for that studio in the form we provide; (ix) you fail to comply with any other provision of this Agreement, or your or any of your affiliates fail to comply with any other agreement you or they have with us or our affiliates and do not correct the failure within thirty (30) days after written notice of that failure is delivered to the breaching party (except that if the failure to comply is the third failure to comply with any provision of any agreement that you or any of your affiliates have with us or an affiliate of ours within any twelve (12) consecutive month period, then we need not provide any opportunity to cure the default); or (x) we have delivered to you or any of your affiliates a notice of termination of a Franchise Agreement in accordance with its terms and conditions.
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, 'cause' for termination without opportunity to cure is defined in Item 17. The franchise agreement can be terminated immediately by Basecamp Fitness with written notice and no opportunity to cure under specific circumstances. These circumstances include if the franchisee: becomes insolvent or takes action indicating insolvency, has a receiver appointed for their property, makes an assignment for the benefit of creditors, has an unsatisfied final judgment against them for 30 days or longer, faces execution levied against their business or property, or has a foreclosure suit instituted against their premises or equipment that is not dismissed within 30 days.
Additionally, immediate termination without cure is permitted if the franchisee or their affiliates open a Basecamp Fitness studio before signing a franchise agreement, fails to meet obligations in the Development Schedule, or fails to comply with real estate requirements. Basecamp Fitness can also terminate immediately if a notice of termination has already been delivered according to the terms of the Franchise Agreement.
It is important to note that in Virginia, the franchise agreement cannot be canceled without reasonable cause, as stated in Section 13.1-564 of the Virginia Retail Franchising Act. If any grounds for default or termination stated in the franchise agreement do not constitute "reasonable cause" under Virginia law, that provision may not be enforceable. Similarly, Wisconsin Fair Dealership Law prohibits termination without good cause, requiring 90 days prior written notice and allowing the dealer 60 days to cure the deficiency.