Appellate Practice Attorney serving New York, NY
"Goodwill" refers to intangible business assets relating to the likelihood of returning business. Depending on the nature of the business, the business name could be an element of goodwill, as could the location, customer list, telephone number, website, or any other intangible asset which makes it more likely that a customer will do future business with that business rather than with a competitor. As for who gets that portion of the price allocated to goodwill, the short answer is whomever the contract provides that it goes to. However, if you're asking what's fair, that depends on what particular elements making up goodwill in the particular situation, and whom those elements belong to. For example, if the buyer is most interested in the location, that element is owned by the land owner. If the buyer is most interested in the phone number, that element is probably owned by the lessee. There's no reason why the goodwill portion of the purchase price can't be allocated amongst more than one party.
In many states (don't know about IL), the sale of goodwill creates (absent an express term in the contract of sale) a duty on the part of the seller not to impair the goodwill he/she/it has sold, which bars it from engaging in some types of competition.
Answered on Apr 07th, 2016 at 11:03 AM