What state's law generally applies to the Basecamp Fitness Franchise Agreement?
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. |
| 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 Agreement, Section 9 – Area Development Agreement | Subject to state law, Minnesota law generally applies. Section in Franchise or Other |
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, the Franchise Agreement and Area Development Agreement generally apply Minnesota law. However, this is subject to applicable state law, meaning that certain provisions may be superseded by the laws of the state in which the franchisee is located. For example, addenda for California, Illinois, Maryland, Virginia, and Washington specify instances where their state laws will take precedence.
This means that while the core agreement is based on Minnesota law, franchisees need to be aware of any addenda or state-specific regulations that might modify or supersede certain aspects of the agreement. These modifications can cover areas such as dispute resolution, termination rights, and waivers of compliance with state franchise laws.
Prospective Basecamp Fitness franchisees should carefully review the FDD and any state-specific addenda to understand how the laws of their state might affect the terms of their franchise agreement. Consulting with legal counsel is advisable to fully grasp the implications of these choice-of-law provisions and ensure compliance with all applicable regulations.