Does the Basecamp Fitness owner have liability with respect to the selection of the equipment for a Basecamp Fitness franchise?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
OWNERSHIP OF EQUIPMENT: Owner has purchased the Equipment at the direction of Customer. Owner shall at all times have sole ownership and title to the Equipment. Customer warrants that the Equipment shall at all times remain personal property; the Equipment is removable from and is not essential to any premise upon which it is located regardless of attachment to realty, and Customer agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment. This Agreement is a "true lease" and not a loan or installment sale. If this Agreement is held by a court not to be a "true lease" to the realty of the rent or other payments hereunder shall be deemed interest and such interest exceeds the highest rate permitted by applicable law, such excess interest shall be applied to your obligations to us or refunded if no obligations remain. Customer hereby authorizes Owner for file UCC financing statements as We deem necessary to protect Our interest, and Owner may charge a fee to cover related costs or at Owner's discretion a non-filing protection fee. The parties further agree that this Agreement is a "finance lease" under Article 2A of the Uriform Commercial Code ("UCC") and notwithstanding any determination to the contrary. Owner will have the rights and remedies of a lessor as if the Agreement were a "finance lease" under Article 2A of the UCC. To the extent permitted by applicable law, Customer hereby waives any and all rights conferred upon a lessee under UCC Article 2A-508 through 336.2A-522 whether o
AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY OWNER. OWNER SHALL HAVE NO LIABILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT OR TO PERFORM ANY SERVICES, OR WITH RESPECT TO THE SELECTION, INSTALLATION, TESTING, PERFORMANCE, QUALITY, MAINTENANCE, OR SUPPORT OF THE EQUIPMENT. THE SUPPLIER IS NOT AN AGENT OF OWNER'S AND NO REPRESENTATION BY SUPPLIER SHALL IN ANY WAY AFFECT CUSTOMER'S DUTY TO PAY THE RENTAL PAYMENTS AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
Source: Item 23 — RECEIPTS (FDD pages 62–248)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the franchisee (referred to as 'Customer' in the context of equipment ownership) assumes responsibility related to equipment selection. The document specifies that the 'Owner' (likely a leasing company or the franchisor) purchases the equipment based on the Customer's direction. However, the Owner explicitly disclaims any liability for the selection, installation, performance, or maintenance of the equipment.
This arrangement means that while Basecamp Fitness may guide franchisees in choosing equipment, the ultimate responsibility for ensuring the equipment meets their needs and performs adequately rests with the franchisee. The franchisee cannot hold the Owner liable for any issues arising from the equipment's selection or performance. This is further reinforced by the statement that the Customer should not rely on any statements or representations made by the Owner.
This type of arrangement is not uncommon in franchising, where the franchisor may provide preferred vendor lists or equipment specifications but ultimately leaves the purchasing decision to the franchisee. This allows the franchisee some autonomy while also ensuring they understand the importance of due diligence in selecting appropriate equipment for their Basecamp Fitness studio. Franchisees should carefully evaluate their equipment needs and seek expert advice if necessary, as they bear the risk associated with equipment performance and suitability.