What rights and remedies does the Basecamp Fitness owner have as a lessor under the UCC?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties further agree that this Agreement is a "finance lease" under Article 2A of the Uriform Commercial Code ("UCC") and notwithstanding any determination to the contrary. Owner will have the rights and remedies of a lessor as if the Agreement were a "finance lease" under Article 2A of the UCC. To the extent permitted by applicable law, Customer hereby waives any and all rights conferred upon a lessee under UCC Article 2A-508 through 336.2A-522 whether o
AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY OWNER. OWNER SHALL HAVE NO LIABILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT OR TO PERFORM ANY SERVICES, OR WITH RESPECT TO THE SELECTION, INSTALLATION, TESTING, PERFORMANCE, QUALITY, MAINTENANCE, OR SUPPORT OF THE EQUIPMENT. THE SUPPLIER IS NOT AN AGENT OF OWNER'S AND NO REPRESENTATION BY SUPPLIER SHALL IN ANY WAY AFFECT CUSTOMER'S DUTY TO PAY THE RENTAL PAYMENTS AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
Source: Item 23 — RECEIPTS (FDD pages 62–248)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the agreement between the 'Owner' (lessor) and the 'Customer' (franchisee) is considered a 'finance lease' under Article 2A of the Uniform Commercial Code (UCC). As such, the Owner will have the rights and remedies of a lessor as if the agreement were a 'finance lease' under Article 2A of the UCC.
However, the Basecamp Fitness franchisee (referred to as 'Customer' in this context) waives any and all rights conferred upon a lessee under UCC Article 2A-508 through 336.2A-522 to the extent permitted by applicable law. This means that the franchisee gives up certain legal protections and remedies typically available to a lessee under the UCC. These waived rights would typically allow a lessee recourse in situations such as the lessor's default, breach of warranty, or issues with the equipment itself.
Furthermore, the document explicitly states that the Owner (lessor) has no liability for the installation or performance of the equipment, nor for any services related to the equipment's selection, installation, testing, performance, quality, maintenance, or support. The supplier of the equipment is not considered an agent of the Owner, and any representations made by the supplier do not affect the franchisee's duty to make rental payments and fulfill their obligations under the agreement. This places the onus on the franchisee to ensure the equipment functions as expected and to seek recourse from the supplier directly for any issues.
In summary, while the agreement is structured as a finance lease giving the Owner the rights of a lessor under the UCC, the franchisee waives many of the rights typically afforded to a lessee under the UCC. This arrangement significantly favors the Owner, limiting their liability and placing the responsibility for equipment-related issues and UCC protections on the Basecamp Fitness franchisee.