Does the Basecamp Fitness franchise agreement allow for modifications based on oral agreements?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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").
You agree that no claims, representations or warrantees of earnings, sales, profits, or success of your Basecamp Studio have been made to you other than as set forth in Item 19 of the FDD.
- F.
Approvals.
Wherever our consent or approval is required in this Agreement, unless the provision specifically indicates otherwise, we have the right to withhold our approval in our discretion, for any reason, or for no reason.
When the terms of this Agreement specifically require that we not unreasonably withhold our approval or consent, if you are in default or breach under this Agreement, any withholding of our approval or consent will be considered reasonable.
Our approvals and consents will not be effective unless given in writing.
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 explicitly disavows reliance on oral representations. This means that Basecamp Fitness and the franchisee both acknowledge that all terms of their business relationship are defined in the written agreement. Neither party should enter the business relationship expecting oral statements to create rights or obligations that differ from or supplement the written agreement.
The agreement explicitly states that it supersedes and cancels any prior and/or contemporaneous discussions between Basecamp Fitness and the franchisee. Both parties agree that they have not relied, and will not rely, on any such discussions. The franchisee agrees that no representations have been made regarding the agreement or the Basecamp Fitness franchise, other than what is contained in the agreement itself and in the Franchise Disclosure Document (FDD) received before signing. Furthermore, the franchisee confirms that no claims, representations, or warranties of earnings, sales, profits, or success of the Basecamp Studio have been made, except as set forth in Item 19 of the FDD.
This provision is common in franchise agreements to prevent misunderstandings and disputes based on verbal promises or representations made during the negotiation process. It ensures that all agreements are documented in writing, providing clarity and legal certainty for both Basecamp Fitness and the franchisee. This clause protects Basecamp Fitness from potential claims based on undocumented promises and reinforces the importance of thoroughly reviewing the written agreement and FDD before signing.
Additionally, the Basecamp Fitness agreement stipulates that any required consent or approval from Basecamp Fitness must be given in writing to be effective, unless specifically indicated otherwise in the agreement. This further reinforces the principle that oral agreements or understandings are not binding. This requirement ensures that all important decisions and approvals are documented, providing a clear record of the parties' intentions and preventing disputes based on undocumented communications.