Does Basecamp Fitness have a right of first refusal regarding any proposed transfer of the Basecamp Fitness franchise?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
If, at any time during the Term of this Agreement, you receive a bona fide offer to purchase or lease your Basecamp Studio (or if you are a company, partnership or other entity, the equity ownership of you), which offer you are willing to accept, you will communicate in writing to us the full terms of the offer and the name of the offeror. We may elect to purchase or lease the business on the terms set forth in the offer. If we elect to purchase or lease the business, we will give you written notice of the election within thirty (30) days after we receive your communication of the offer. If we fail to give written notice of election within thirty (30) days, you may sell or lease to the offeror on the terms offered, subject to the provisions relating to assignment. The sale or lease must, however, be completed within sixty (60) days of the termination of the thirty (30) day period during which we may give written notice of election to purchase or lease; otherwise, an additional notice must be given to us and an additional option period must expire prior to any such transfer. If we elect to purchase or lease the business, we will have the right to substitute equivalent cash for any non-cash consideration included in the bona fide offer to purchase or lease the business and we and you will use our best efforts to complete the purchase or lease within sixty (60) days from the date of our notice of election to purchase or lease. Our failure to exercise our rights under this Section 19 shall not affect our right to approve or disapprove the transfer as set forth in Section 13 above.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, Basecamp Fitness retains a right of first refusal regarding any proposed transfer of the franchise. This means that if a franchisee receives a legitimate offer to purchase or lease their Basecamp Studio, or the equity ownership if the franchisee is a company, partnership, or other entity, they must first present the terms of that offer to Basecamp Fitness.
Basecamp Fitness then has the option to match the offer and purchase or lease the business themselves. They have thirty days after receiving the offer details to notify the franchisee in writing of their decision. If Basecamp Fitness declines or fails to respond within the 30-day period, the franchisee is free to proceed with the original offer, subject to standard assignment provisions. However, the sale or lease must be completed within sixty days of the expiration of Basecamp Fitness's 30-day option period; otherwise, the franchisee must submit a new notice and wait through another option period.
Basecamp Fitness also has the right to substitute equivalent cash for any non-cash consideration included in the offer. It is important to note that Basecamp Fitness's decision not to exercise their right of first refusal does not waive their right to approve or disapprove the transfer as per the standard assignment provisions outlined in the franchise agreement. These restrictions on transfers are acknowledged by the franchisee as reasonable and necessary to protect the goodwill associated with the Basecamp Fitness system and marks.