What happens if a Basecamp Fitness franchisee relies on oral statements not in the agreement?
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 aims to define the entire business relationship in writing, superseding any prior oral discussions. Basecamp Fitness and the franchisee both acknowledge the intention to avoid reliance on oral statements that might create rights or obligations beyond those explicitly stated in the franchise agreement.
The agreement explicitly states that the franchisee agrees that no representations have been made regarding the Basecamp Fitness franchise, except as detailed in the agreement itself and the Franchise Disclosure Document (FDD). Furthermore, the franchisee acknowledges that no claims, representations, or warranties about potential earnings, sales, profits, or the success of the Basecamp Studio have been made, other than what is presented in Item 19 of the FDD.
This provision is designed to protect both the franchisee and Basecamp Fitness by ensuring that all understandings are documented. It reduces the risk of misunderstandings or disputes based on verbal promises or representations that are not formally recorded. Franchisees should therefore carefully review the franchise agreement and the FDD, and should seek to have any important verbal assurances included in writing to ensure they are enforceable.
However, addenda for certain states like Illinois, Minnesota, North Dakota, and Virginia state that no statement, questionnaire, or acknowledgment signed by the franchisee can disclaim reliance on statements made by Basecamp Fitness or its representatives. This suggests that in these states, franchisees may have some recourse if they relied on oral statements, especially concerning fraud in the inducement.