What statute governs the conditions under which a Basecamp Fitness franchisee must pay a fair price?
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)
Based on the 2025 Franchise Disclosure Document, the conditions under which a Basecamp Fitness franchisee must pay a fair price are governed by state law. Specifically, Section 20.D of the Franchise Agreement and Section 9 of the Area Development Agreement state that Minnesota law generally applies, but this is subject to state law.
This means that while the franchise agreement is generally governed by Minnesota law, any state laws that protect franchisees in their specific state will take precedence. This is particularly relevant in the context of franchise termination or transfer, where state laws often dictate the conditions under which a franchisor can repurchase a franchise or its assets.
For a prospective Basecamp Fitness franchisee, this highlights the importance of understanding the franchise laws in their own state. While the Basecamp Fitness agreement specifies Minnesota law, franchisees should be aware of any state-specific regulations that could impact their rights, particularly concerning fair pricing during termination, transfer, or repurchase scenarios. Consulting with a franchise attorney in their state is crucial to fully understand these protections.