Does the personal guaranty in the Basecamp Fitness Area Development Agreement apply to modifications of the agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
In addition, the undersigned consents and agrees that: (1) the undersigned's liability will be joint and several and will not be contingent or conditioned upon our pursuit of any remedies against the Developer or any other person; (2) such liability will not be diminished, relieved or otherwise affected by the Developer's insolvency, bankruptcy or reorganization, the invalidity, illegality or unenforceability of all or any part of the Agreement, or the amendment or extension of the Agreement with or without notice to the undersigned; and (3) this Personal Guaranty will apply in all modifications to the Agreement of any nature agreed to by It is further understood and agreed by the undersigned that the provisions, covenants and conditions of this Personal Guaranty will inure to the benefit of our successors and assigns.
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 personal guaranty associated with the Area Development Agreement extends to any modifications made to the agreement. This means that the guarantor's obligations are not released or diminished if the Area Development Agreement is altered or extended, regardless of whether the guarantor receives notice of these changes.
Specifically, the document states that the personal guaranty applies to all modifications of the Area Development Agreement, irrespective of their nature, as long as they are agreed upon by the Developer. This provision ensures that Basecamp Fitness is protected against potential losses resulting from changes to the agreement, as the guarantor remains liable for the Developer's obligations even after such modifications.
This is a standard practice in franchising, as franchisors typically seek to secure their interests through personal guarantees that cover the entire scope of the franchisee's obligations, including any amendments or extensions to the original agreement. Prospective Basecamp Fitness developers should carefully consider the implications of this personal guarantee, as it holds them accountable for the performance of the Area Development Agreement, even if its terms are altered during the course of the relationship.