Are oral agreements or statements considered part of the Basecamp Fitness franchise agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, oral agreements or statements are not considered part of the franchise agreement. The document emphasizes that all terms of the business relationship should be defined in the written agreement.
The FDD states that the written agreement supersedes any prior or contemporaneous discussions between the parties. Franchisees are expected to rely only on the representations contained within the franchise agreement and the Franchise Disclosure Document (FDD) itself. This means that any promises, assurances, or understandings that are not explicitly written into these documents are not binding on Basecamp Fitness.
This provision protects both the franchisee and Basecamp Fitness by ensuring that the terms of the agreement are clear and unambiguous. It prevents misunderstandings or disputes based on verbal claims that may be difficult to prove or interpret. Prospective franchisees should ensure that all important terms and conditions are included in the written agreement before signing.
However, the addenda for certain states like Minnesota, Virginia, Illinois, and California include provisions stating 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 while oral representations are generally disavowed, franchisees in these states may have some recourse if they relied on fraudulent or misleading statements made by the franchisor.
Therefore, it is crucial for prospective Basecamp Fitness franchisees to carefully review the entire franchise agreement and any applicable state addenda, and to seek legal counsel to understand their rights and obligations fully. They should also ensure that any important representations or promises made by Basecamp Fitness are included in the written agreement to avoid future disputes.