Under what circumstances does the waiver of Minnesota law not apply to a Basecamp Fitness franchisee?
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 Minnesota:
This Minnesota Addendum is only applicable if you are a resident of Minnesota or if your business will be located in Minnesota.
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- Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.
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- Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require, except in certain specified cases, that the Franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the Franchise Agreement.
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- Section 3 is revised to include the following:
To the extent required by the Minnesota Franchise Act, Franchisor will protect your rights to use the trademarks, service marks, trade names, logos and other commercial symbols, or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding your use of the marks, provided you are using the Names and Marks in accordance with this Agreement.
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- Franchisor shall not require Franchisee to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
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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.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, the waiver of Minnesota law does not apply to a Basecamp Fitness franchisee under specific circumstances outlined in the Minnesota Addendum to the Franchise Agreement. Specifically, Minnesota Statutes Section 80C.21 and Minnesota Rule 2860.4400J prevent Basecamp Fitness from requiring litigation to occur outside of Minnesota. Furthermore, the agreement cannot diminish any rights provided to the franchisee under Minnesota Statutes, Chapter 80C, or their entitlement to procedures, forums, or remedies as provided by Minnesota law.
Additionally, Basecamp Fitness cannot force a franchisee to agree to a release, assignment, novation, or waiver that would absolve anyone from liabilities imposed by Minnesota Statutes, Sections 80C.01 to 80C.22. However, this does not prevent the voluntary settlement of disputes. Moreover, any statement, questionnaire, or acknowledgment signed by the franchisee at the start of the franchise relationship cannot waive claims under state franchise law, including claims related to fraud in the inducement, or disclaim reliance on statements made by Basecamp Fitness or its representatives.
These stipulations are crucial for prospective Basecamp Fitness franchisees in Minnesota as they ensure that their legal rights and protections under Minnesota law remain intact. They prevent Basecamp Fitness from imposing terms that would force franchisees to litigate outside of Minnesota, waive their statutory rights, or disclaim reliance on the franchisor's representations. This addendum aims to protect franchisees from potentially overreaching provisions in the standard franchise agreement, ensuring a fairer balance of power and adherence to Minnesota's franchise laws.