To what extent is each provision of the Minnesota Addendum effective for a Basecamp Fitness franchise?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
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- Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require, except in certain specified cases, that the Franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the Area Development Agreement.
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- Franchisor shall not require Franchisee to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
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- No statement, questionnaire, or acknowledgment signed or agreed to by Franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by Franchisor, franchise seller, or other person acting on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, the Minnesota Addendum contains several provisions that supersede the standard franchise agreement for franchisees in Minnesota. This addendum is applicable only if the franchisee is a resident of Minnesota or if their Basecamp Fitness business will be located in Minnesota.
Specifically, the Minnesota Addendum addresses litigation, termination, and waivers. It ensures that Basecamp Fitness cannot require litigation to occur outside of Minnesota, preserving the franchisee's rights under Minnesota Statutes, Chapter 80C. Basecamp Fitness must also comply with specific Minnesota statutes regarding termination and nonrenewal notices, providing franchisees with 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal, except in certain specified cases.
Furthermore, Basecamp Fitness cannot require a franchisee to agree to releases or waivers that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, although voluntary settlements of disputes are permitted. The addendum also clarifies that no statement or acknowledgment signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Basecamp Fitness or its representatives. This provision overrides any conflicting terms in other franchise documents.
Finally, each provision within the Minnesota Addendum is effective only if it independently meets the jurisdictional requirements of Minnesota Statutes, Chapter 80C, without relying on the addendum itself. This ensures that the protections afforded by Minnesota law are fully enforceable for Basecamp Fitness franchisees operating in the state.