Does the Basecamp Fitness franchise agreement allow the franchisee to terminate the agreement under any grounds permitted by state law?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| Section in | |||
|---|---|---|---|
| Franchise or Other | |||
| Provision | Agreements | Summary | |
| n. Our right of first refusal | Section 19 – Franchise | We have the right to match any offer for your business. | |
| to acquire your business | Agreement | ||
| o. Our option to purchase your business | Section 16 – Franchise Agreement | We can purchase from you at book value all or a portion of the assets of your Basecamp Studio and take an assignment of your leases, upon the termination or expiration without renewal of your Franchise Agreement. | |
| p. Your death or disability | Section 13.B – Franchise Agreement Area Development Agreement – Not Applicable | Your heirs can assume your rights, but if they do, they must meet the transfer requirements. | |
| q. Non-competition covenants during the term of the franchise | Section 17.A – Franchise Agreement and Section 9 – Area Development Agreement | No involvement in any fitness center that offers interval training or high-intensity guided workouts (including as creditor or landlord), wherever located. | |
| r. | Non-competition covenants after the franchise is terminated or expires | Section 17.B – Franchise Agreement and Section 9 – Area Development Agreement | No involvement in any fitness center that offers interval training or high-intensity guided workouts (including as creditor or landlord) for 2 years in your Protected Territory or within a 10 mile radius of any Basecamp Studio. |
| s. | Modification of the agreement | Sections 8.M and 20.H, 20.K – Franchise Agreement Section 9 – Area Development Agreement | No modifications without consent by all parties, but our manuals are subject to change. No modifications without consent of all parties. |
| t. | Integration/merger clause | Section 20.E., K – Franchise Agreement, Section 9 – Area Development Agreement | Only the terms of the Franchise Agreement, Area Development Agreement and other written agreements are binding (subject to applicable state law). Any representations or promises outside of this Disclosure Document and the Franchise Agreement/Area Development Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Section 18 – Franchise Agreement, Section 8 – Area Development Agreement | Subject to state law, except for certain disputes, all disputes must be mediated, and if not settled by mediation, are then subject to arbitration. | |
| v. Choice of forum | Section 18.E – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, mediation (at a location determined by the mediator which is at least 100 miles from either of our offices) and arbitration in Minneapolis, Minnesota. Subject to state law, any litigation must be brought in the United States District Court for the District of Minnesota or the Ramsey County District Court, Minnesota. | |
| w. Choice of law | Section 20.D – Franchise | Subject to state law, Minnesota law generally applies. |
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 franchise agreement's integration/merger clause, dispute resolution, choice of forum, and choice of law are all subject to applicable state laws. Specifically, only the terms of the Franchise Agreement, Area Development Agreement and other written agreements are binding, subject to applicable state law. Any representations or promises outside of the FDD and the Franchise Agreement/Area Development Agreement may not be enforceable. Subject to state law, except for certain disputes, all disputes must be mediated, and if not settled by mediation, are then subject to arbitration. Subject to state law, mediation and arbitration will occur in Minneapolis, Minnesota, and any litigation must be brought in the United States District Court for the District of Minnesota or the Ramsey County District Court, Minnesota. Subject to state law, Minnesota law generally applies.
For franchisees in Illinois, the FDD states that any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void, in conformance with Section 4 of the Illinois Franchise Disclosure Act. However, a franchise agreement is still valid.
While these clauses indicate that state laws may take precedence over certain aspects of the franchise agreement, the document does not explicitly state that a franchisee can terminate the agreement based on grounds permitted by state law. A prospective franchisee should clarify with Basecamp Fitness under which specific conditions a franchisee can terminate the agreement based on state laws.