Are representations or promises outside of the Basecamp Fitness Disclosure Document and Franchise Agreement 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–NotApplicable | 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 | Section 17.B – Franchise | No involvement in any fitness center that offers interval |
| covenants after the | Agreement and Section 9 – | training or high-intensity guided workouts (including as |
| franchise is terminated or | Area Development | creditor or landlord) for 2 years in your Protected Territory |
| expires | Agreement | or within a 10 mile radius of any BasecampStudio. |
| 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. |
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, any representations or promises made outside of the official documents may not be enforceable. Specifically, the integration/merger clause in the Franchise Agreement and Area Development Agreement states that only the terms within those written agreements are binding, subject to applicable state law. This means that if a Basecamp Fitness representative makes a verbal promise or provides information not included in the FDD or Franchise Agreement, the franchisee may not be able to legally hold Basecamp Fitness to that promise.
This clause is a standard provision in franchise agreements. It protects Basecamp Fitness from claims based on misunderstandings or undocumented agreements. However, it places the burden on the prospective franchisee to ensure that all important terms and conditions are included in the written agreements.
Therefore, a potential Basecamp Fitness franchisee should carefully review all documents and ensure that any promises or representations made during the sales process are included in the final Franchise Agreement. If something is important to the franchisee's decision, it should be put in writing to ensure it is legally binding. It is also important to seek legal counsel to review the franchise agreement before signing.