What state's laws govern the Basecamp Fitness Franchise Agreement and the franchise relationship?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything to the contrary set forth in the Basecamp Fitness Franchisor LLC Franchise Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Basecamp Fitness franchises offered and sold in the state of Illinois:
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- In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.
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- Illinois law governs the Franchise Agreement.
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- Franchisee's rights upon termination and non-renewal are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
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- In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
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- No statement, questionnaire, or acknowledgment signed or agreed to by Franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by the Franchisor, franchise seller, or other person acting on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- A Surety Bond has been obtained by the Franchisor. The Surety Bond is on file with the Office of the Illinois Attorney General. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to the Franchisor's guarantor's financial condition.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, the laws governing the Franchise Agreement vary by state. For franchisees in Illinois, Illinois law governs the Franchise Agreement. However, any provision designating jurisdiction and venue outside of Illinois is void, although arbitration may occur outside of the state. For franchisees in North Dakota, the Franchise Agreement is governed by the laws of North Dakota, and any requirement that a franchisee consent to the jurisdiction of a court outside of North Dakota is deleted. For franchisees in Rhode Island, a provision in the franchise agreement restricting jurisdiction or venue to a forum outside of Rhode Island or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under the Rhode Island Franchise Investment Act.
For franchisees in California, a provision in the Franchise Agreement requiring application of the laws and forum of Minnesota may not be enforceable under California law. Prospective franchisees are encouraged to consult legal counsel to determine the applicability of California and federal laws to any provisions of a franchise agreement restricting venue to a forum outside the State of California.
These addenda highlight the importance of understanding state-specific franchise laws, as they can significantly impact the enforceability of certain provisions within the Basecamp Fitness Franchise Agreement. Prospective franchisees should carefully review the addendum applicable to their state and seek legal counsel to ensure they are fully aware of their rights and obligations.