Under what condition are transfer fees collectable for a Basecamp Fitness franchise in Washington?
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 and apply to all Basecamp Fitness franchises sold to residents in the state of Virginia:
This Virginia Addendum is only applicable if you are a resident of Virginia or if your business will be located in Virginia.
- 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.
Franchisor: BASECAMP FITNESS FRANCHISOR LLC Its: Its:
WASHINGTON ADDENDUM TO THE FRANCHISE AGREEMENT AND RELATED AGREEMENTS
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
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- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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- Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise.
There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor.
Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the Washington Addendum modifies the franchise agreement for franchises sold or operated in Washington. Specifically, it states that the provisions of the Washington Franchise Investment Protection Act will take precedence in the event of any conflict of laws. Additionally, RCW 19.100.180, which outlines franchisee rights, may supersede provisions in the franchise agreement, especially concerning termination and renewal.
This means that while the standard franchise agreement likely outlines specific conditions under which transfer fees are collected, these conditions are subject to Washington state law. The Washington Franchise Investment Protection Act and court decisions could potentially alter or supersede the terms of the franchise agreement regarding transfer fees.
Therefore, a prospective Basecamp Fitness franchisee in Washington should carefully review the Washington Franchise Investment Protection Act (chapter 19.100 RCW) and consult with a legal professional to understand how state law affects the enforceability of the franchise agreement's transfer fee provisions. They should also inquire with Basecamp Fitness about any specific instances where Washington law has impacted the collection of transfer fees or other franchise agreement terms.