factual

What law governs the Basecamp Fitness franchise agreements?

Basecamp_Fitness Franchise · 2025 FDD

Answer from 2025 FDD Document

Section in
Franchise or Other
Provision Agreements Summary
w. Choice of law Section 20.D – Franchise Agreement, Section 9 – Area Development Agreement Subject to state law, Minnesota law generally applies. Section in Franchise or Other

Notwithstanding anything to the contrary set forth in the Basecamp Fitness Franchisor LLC Area Development Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Basecamp Fitness franchises offered and sold in the state of Illinois:

    1. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.
      1. Illinois law governs the Area Development Agreement.
    1. Franchisee's rights upon termination and non-renewal are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
    1. In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
    1. 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.
    1. A Surety Bond has been obtained by the Franchisor. The Surety Bond is on file with the Office of the Illinois Attorney General. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to the Franchisor's guarantor's financial condition.
Section in
Franchise or Other
Provision Agreements Summary
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.
    1. Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
    1. The Development Agreement states that Minnesota law generally applies. However, the conditions under which your franchise can be terminated and your rights upon nonrenewal may be affected by Maryland law, and we will comply with that law in Maryland.
    1. Notwithstanding anything to the contrary in the Development Agreement, nothing will prevent the Franchisee from filing suit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

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 agreements are generally governed by Minnesota law. However, this is subject to state law, meaning that specific state laws may supersede the application of Minnesota law depending on where the franchisee is located.

For instance, the FDD includes addenda for franchisees in California, Hawaii, Illinois, Maryland, Virginia, and Washington, which specify how the franchise agreement is modified to comply with local laws. For franchisees in Washington, the Washington Franchise Investment Protection Act will prevail in the event of a conflict of laws. For franchisees in Illinois, Illinois law governs the agreements. Maryland franchisees have specific rights and stipulations under the Maryland Franchise Registration and Disclosure Law, including the ability to bring lawsuits in Maryland for claims arising under that law, regardless of what the agreement says.

Furthermore, the FDD states that the integration/merger clause in the franchise agreement indicates that only the terms of the Franchise Agreement, Area Development Agreement, and other written agreements are binding, but this is also subject to applicable state law. This means that while the written agreements are the primary source of obligations, state laws can add to or modify those obligations. Prospective franchisees should consult with legal counsel to understand how their local state laws might affect the franchise agreement.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.
All Basecamp_Fitness 2025 FAQs Ask FDD Ninja