When renewing or transferring a Basecamp Fitness franchise, what does the franchisee release the franchisor from?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
| In consideration of the agreement of BASECAMP FITNESS FRANCHISOR LLC ("Franchisor") to allow ("Franchisee") to [RENEW OR TRANSFER] its Franchise Agreement dated between Franchisee and Franchisor ("Agreement"), Franchisee hereby releases and forever discharges Franchisor, and its affiliates, as well as their current or former members, directors, officers, employees and agents, in their corporate and individual capacities, and their respective heirs, personal representatives, successors and assigns, from any and all claims Franchisee may have against such parties known and unknown, foreseen and unforeseen, from the beginning of time to the date hereof, whether in law or in equity, including, but not limited to, any claims arising out of the offer or sale of any franchise to Franchisee, and any matters arising under the Agreement or under any other agreement between Franchisee and Franchisor or its affiliates. |
|---|
| The general release does not apply with respect to claims arising under the Washington Franchise Investment |
| Protection Act, RCW 19.100, and the rules adopted thereunder. |
| [FOR TRANSFERS: Further, Franchisee acknowledges that transfer of the Agreement shall terminate Franchisee's |
| interest in the Agreement, but Franchisee will continue to be bound by all post-termination provisions of the |
| Agreement, including but not limited to the obligations of confidentiality, and the covenant not to compete |
| contained in the Agreement.] |
| [IN CALIFORNIA: The foregoing release is intended as a general release of |
| all claims, demands, actions, causes |
| of action, obligations, damages and liabilities of any kind or nature whatsoever that relate to the matters recited |
| therein, and is intended to encompass all known and unknown, foreseen and unforeseen claims which the releasing |
| party may have against any party being released. Section 1542 of the California Civil Code provides: |
| A general release does not extend to claims that the creditor or releasing party does not know or |
| suspect to exist in his or her favor at the time of executing the release and that, if known by him |
| or her, would have materially affected his or her settlement with the debtor or released party. |
| You expressly waive the provisions of Section 1542 of the California Civil Code and expressly release each party |
| to be released from all liability or claims arising out of any matters recited in the release.] |
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, when a franchisee renews or transfers their franchise agreement, they release Basecamp Fitness from any and all claims they may have against the franchisor. This release covers all claims, whether known or unknown, foreseen or unforeseen, from the beginning of time up to the date of the renewal or transfer agreement. It includes claims arising from the offer or sale of the franchise, any matters under the Franchise Agreement, or any other agreement between the franchisee and Basecamp Fitness or its affiliates. This release extends to Basecamp Fitness and its affiliates, as well as their current or former members, directors, officers, employees, and agents in their corporate and individual capacities, and their respective heirs, personal representatives, successors, and assigns.
This broad release means that a franchisee gives up the right to sue Basecamp Fitness for virtually any reason related to the franchise relationship up to the point of renewal or transfer. This could include claims of misrepresentation during the initial franchise sale, breach of contract, or any other grievance. The franchisee should carefully consider this release and consult with an attorney before signing it, as it could have significant legal consequences.
However, the general release does not apply to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder. Furthermore, in California, the release is intended to encompass all known and unknown claims, and the franchisee expressly waives the provisions of Section 1542 of the California Civil Code, which protects against releasing unknown claims that would have materially affected the settlement if known. Franchisees in other states may have similar protections or waivers depending on local laws.
Notably, the California Addendum to the Franchise Agreement states that to the extent required by California franchise laws, a franchisee shall not be required to execute a general release. This highlights the importance of understanding state-specific franchise laws, as they can significantly impact the terms and conditions of the franchise agreement. Prospective Basecamp Fitness franchisees should carefully review the FDD and any state-specific addenda with legal counsel to fully understand their rights and obligations.