Is prior written consent required from Basecamp Fitness before a transfer can occur?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
your Basecamp Studio, the withdrawal of that person will be considered a "Transfer." A "Transfer" will also be deemed to occur when there are more than two (2) people listed as the Franchisee and there is a change in the ownership of your Basecamp Studio such that less than a majority of the original signators continue to have a majority interest in the equity of the business. You (and your shareholders, partners and members) will not directly or indirectly make a Transfer without our prior written consent and any transfer shall be subject to our right of first refusal, as set forth in Section 19 below. Unless otherwise provided in this Agreement, we will not unreasonably withhold, delay or condition our consent to a Transfer, subject to all of the following conditions being satisfied:
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- you are in full compliance with this Agreement, you have no uncured defaults, and all your debts and financial obligations to us and our affiliates are current;
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- you provide us with all information we may require concerning the proposed transaction (including a copy of the purchase agreement and all related documents), and the proposed transferee;
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- we are satisfied that the proposed transferee (and if the proposed transferee is an entity, all holders of any interest in such entity) meets all of the requirements for our new franchisees, including, but not limited to, good reputation and character, business experience, and financial strength, credit rating and liquidity, and that the sale price is not excessive;
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- you sign a written agreement in a form satisfactory to us in which you and your investors covenant to observe all applicable post-term obligations and covenants contained in this Agreement and release us and our affiliates from any claims you may have against us, or any further obligations we may have to you;
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Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, franchisees must obtain prior written consent from Basecamp Fitness before transferring their franchise. The term "Transfer" is broadly defined, encompassing various changes in ownership or control, including sales, leases, assignments, gifts, pledges, transfers due to bankruptcy, disability, death, judicial orders, mergers, consolidations, share exchanges, or transfers by operation of law. It also includes changes in ownership where individuals initially signing the agreement are no longer involved or a majority interest changes hands.
Basecamp Fitness retains the right of first refusal for any transfer. While Basecamp Fitness agrees not to unreasonably withhold, delay, or condition consent, this is contingent upon several conditions being met. These include the franchisee being in full compliance with the agreement, having no uncured defaults, and being current on all debts and financial obligations to Basecamp Fitness and its affiliates. The franchisee must also provide all required information about the proposed transaction and transferee.
Additional conditions for transfer include the proposed transferee's Principal Operator successfully completing required training, the franchisee and all interest holders signing a general release of claims against Basecamp Fitness, payment of any broker fees or commissions, and payment of a transfer fee. The transfer fee is $7,500 if the transfer occurs after the Basecamp Studio is opened, but increases to $15,000 if the transfer occurs before the studio opens. These stipulations ensure that Basecamp Fitness maintains control over who operates a franchise and that the brand's standards are upheld even when ownership changes.