What provisions in the Basecamp Fitness franchise agreement regarding the statute of limitations may not be enforceable?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| Section in | |||
|---|---|---|---|
| Franchise or Other | |||
| Provision | Agreements | Summary | |
| n. Our right of first refusal | Section 19 – Franchise | We have the right to match any offer for your business. | |
| to acquire your business | Agreement | ||
| o. Our option to purchase your business | Section 16 – Franchise Agreement | We can purchase from you at book value all or a portion of the assets of your Basecamp Studio and take an assignment of your leases, upon the termination or expiration without renewal of your Franchise Agreement. | |
| p. Your death or disability | Section 13.B – Franchise Agreement Area Development Agreement – Not Applicable | Your heirs can assume your rights, but if they do, they must meet the transfer requirements. | |
| q. Non-competition covenants during the term of the franchise | Section 17.A – Franchise Agreement and Section 9 – Area Development Agreement | No involvement in any fitness center that offers interval training or high-intensity guided workouts (including as creditor or landlord), wherever located. | |
| r. | Non-competition covenants after the franchise is terminated or expires | Section 17.B – Franchise Agreement and Section 9 – Area Development Agreement | No involvement in any fitness center that offers interval training or high-intensity guided workouts (including as creditor or landlord) for 2 years in your Protected Territory or within a 10 mile radius of any Basecamp Studio. |
| s. | Modification of the agreement | Sections 8.M and 20.H, 20.K – Franchise Agreement Section 9 – Area Development Agreement | No modifications without consent by all parties, but our manuals are subject to change. No modifications without consent of all parties. |
| 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. |
| u. Dispute resolution by arbitration or mediation | Section 18 – Franchise Agreement, Section 8 – Area Development Agreement | Subject to state law, except for certain disputes, all disputes must be mediated, and if not settled by mediation, are then subject to arbitration. | |
| v. Choice of forum | Section 18.E – Franchise Agreement, Section 9 – Area Development Agreement | Subject to state law, mediation (at a location determined by the mediator which is at least 100 miles from either of our offices) and arbitration in Minneapolis, Minnesota. Subject to state law, any litigation must be brought in the United States District Court for the District of Minnesota or the Ramsey County District Court, Minnesota. | |
| w. Choice of law | Section 20.D – Franchise | Subject to state l |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
Based on the 2025 Basecamp Fitness Franchise Disclosure Document, the enforceability of certain provisions within the franchise agreement is subject to state law. Specifically, the integration/merger clause states that only the terms of the Franchise Agreement, Area Development Agreement, and other written agreements are binding, but this is contingent on applicable state law. This means that any representations or promises made outside of these official documents might not be enforceable, depending on the specific state's laws.
Similarly, the dispute resolution processes, including arbitration, mediation, choice of forum, and choice of law, are all subject to state law. For instance, while the agreement specifies mediation and arbitration in Minneapolis, Minnesota, and litigation in Minnesota courts with Minnesota law generally applying, these stipulations may be superseded by the laws of the state where the franchisee's Basecamp Fitness studio is located. This is particularly relevant because the mediation location will be determined by the mediator and must be at least 100 miles from either of Basecamp Fitness's offices.
For a prospective Basecamp Fitness franchisee, this means that the specific legal rights and obligations can vary depending on the state in which they operate their franchise. It is crucial to consult with legal counsel to understand how local state laws might affect the enforceability of certain clauses in the franchise agreement, especially those related to dispute resolution and the binding nature of representations made outside the written agreements.