Under what conditions will Basecamp Fitness not unreasonably withhold consent to a transfer?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
of your Basecamp Studio such that less than a majority of the original signators continue to have a majority interest in the equity of the business. You (and your shareholders, partners and members) will not directly or indirectly make a Transfer without our prior written consent and any transfer shall be subject to our right of first refusal, as set forth in Section 19 below. Unless otherwise provided in this Agreement, we will not unreasonably withhold, delay or condition our consent to a Transfer, subject to all of the following conditions being satisfied:
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- you are in full compliance with this Agreement, you have no uncured defaults, and all your debts and financial obligations to us and our affiliates are current;
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- you provide us with all information we may require concerning the proposed transaction (including a copy of the purchase agreement and all related documents), and the proposed transferee;
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- we are satisfied that the proposed transferee (and if the proposed transferee is an entity, all holders of any interest in such entity) meets all of the requirements for our new franchisees, including, but not limited to, good reputation and character, business experience, and financial strength, credit rating and liquidity, and that the sale price is not excessive;
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- you sign a written agreement in a form satisfactory to us in which you and your investors covenant to observe all applicable post-term obligations and covenants contained in this Agreement and release us and our affiliates from any claims you may have against us, or any further obligations we may have to you;
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- the proposed transferee enters into a new franchise agreement with us, on the terms we then generally offer to new franchisees (including fees payable and size of territory); provided, however, that no new initial franchise fee will be required to be paid, and further provided that the term of that franchise agreement, unless otherwise agreed, will be the remaining term of your franchise agreement;
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- the proposed transferee agrees in writing to perform such maintenance, remodeling and re-equipping of your Basecamp Studio that we determine necessary to bring your Basecamp Studio in compliance with our then-current standards, including any updates to your technology and security equipment that we determine necessary;
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- prior to the date of the proposed Transfer, the proposed transferee's Principal Operator successfully completes such training and instruction as we deem necessary;
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- you and all holders of an interest in you sign a general release, in the form prescribed by us, releasing, to the fullest extent permitted by law, all claims that you or any of your investors may have against us and our affiliates, including our and their respective shareholders, officers, directors and employees, in both their individual and corporate capacities;
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Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, Basecamp Fitness will not unreasonably withhold, delay, or condition consent to a transfer of the franchise if certain conditions are met. These conditions include the franchisee being in full compliance with the franchise agreement, having no uncured defaults, and having all debts and financial obligations to Basecamp Fitness and its affiliates current.
Additionally, the franchisee must provide Basecamp Fitness with all required information concerning the proposed transaction, including a copy of the purchase agreement and related documents, as well as information about the proposed transferee. The proposed transferee's Principal Operator must also successfully complete the training and instruction that Basecamp Fitness deems necessary. Furthermore, the franchisee and all holders of an interest in the franchisee must sign a general release, in a form prescribed by Basecamp Fitness, releasing all claims against Basecamp Fitness and its affiliates to the fullest extent permitted by law.
Prior to the transfer, the franchisee or the proposed transferee must pay any broker fees or commissions incurred by Basecamp Fitness or the franchisee in connection with the transfer. Also, prior to the transfer, the franchisee must pay Basecamp Fitness a transfer fee of $7,500, but if the transfer occurs before the Basecamp Studio opens, the transfer fee is $15,000. These conditions ensure that Basecamp Fitness maintains control over who becomes a franchisee and that the financial and operational aspects of the transfer are properly handled.
It is important to note that Basecamp Fitness may expand upon these conditions for transfer and consent in the Manual or in writing. Additionally, Basecamp Fitness is authorized to release any information concerning the franchisee's Basecamp Studio to any proposed transferee, including financial information. If a transfer or assignment is caused by the franchisee's death or incapacity (or the death or incapacity of anyone owning 50% or more of the franchisee entity), the heir or personal representative must meet these provisions. However, if the heir or personal representative assigns, transfers, or sells the interest in the franchise within 120 days after the death or incapacity, the transferee must comply with these provisions.