Buying and Selling Health Club and Fitness Businesses

Health clubs, gyms, boutique fitness studios, and similar businesses involve unique issues: recurring membership revenue, auto-debit arrangements, equipment leases, trainer relationships, and significant liability exposure. DiTommaso Lubin, P.C.’s Business Purchases & Sales Practice Group represents buyers and sellers of health club and fitness businesses, helping them navigate both the transaction and the regulatory and risk-management landscape.

Drawing on decades of experience with small and mid-size businesses, we understand the operational realities and legal risks of these businesses.

Helping Buyers of Health Club & Fitness Businesses

For buyers, we typically:

• Advise on deal structure, including whether to acquire assets, equity, or multiple locations as part of a roll-up strategy.
• Conduct due diligence on membership contracts, billing and auto-debit practices, cancellation and refund policies, and compliance with applicable consumer-protection and health-facility statutes.
• Review equipment leases and financing arrangements, vendor contracts, and software and technology systems (including membership and billing platforms).
• Analyze liability exposure, including claims history, waivers and releases, and insurance coverage.
• Assess employment practices and relationships with trainers and instructors, including independent-contractor issues and non-competition agreements.
• Negotiate purchase agreements and ancillary documents, including assignment of leases, intellectual-property transfers (brand names, logos, websites), and restrictive covenants.

Helping Sellers of Health Club & Fitness Businesses

For sellers, we help:

• Prepare the business for sale by reviewing membership agreements, billing practices, and regulatory compliance to anticipate buyer concerns.
• Structure transactions to limit post-closing exposure, including careful drafting of representations and warranties and appropriate indemnity and limitation-of-liability provisions.
• Negotiate letters of intent and definitive purchase agreements, including closing conditions, purchase-price allocations, and post-closing adjustment mechanisms.
• Coordinate with landlords, lenders, and equipment lessors to obtain necessary consents and assignments.
• Manage closing and post-closing transition, including member communications, transfer of staff, and transition of management and systems.

Disputes Arising from Health Club & Fitness Transactions

We also represent parties in disputes arising out of health club and fitness business sales, including:

• Fraud-in-the-inducement claims involving alleged misrepresentation of membership numbers, churn rates, or liabilities (such as pending claims or investigations).
• Claims that sellers breached representations and warranties concerning financial statements, membership contracts, or legal compliance.
• Disputes over working-capital or membership-count adjustments and earn-out provisions tied to post-closing performance.
• Conflicts over non-competition, non-solicitation, and use of brand names in connection with other gyms or fitness ventures.

Talk With Our Health Club & Fitness Transactions Team

If you are considering buying or selling a health club or fitness business, or are involved in a dispute arising from such a deal, our attorneys can help you understand your options and protect your interests.

Contact attorney Peter S. Lubin or attorney James V. DiTommaso for a free consultation.

Call 630-333-0333 or reach us through our online contact form.

This page is for informational purposes only and does not constitute legal advice. Contacting us does not create an attorney–client relationship. Past results do not guarantee a similar outcome.