GOOD-WILL. The favorable disposition or inclination of persons to extend their patronage to a particular business, on-account of the repu tation it has established. It is something more than the probability that old customers will re sort to the old place. It includes every advantage or benefit accruing to a business establishment from its locality, name, or common reputation, from its business habits, connections, and stand ing, or from any other matter which identifies and distinguishes it from other establishments. The good-will of a business is property as much the subject of valuation and transfer as any tangible chattel. It is an asset of a business, and may be taken into account in deciding whether a business establishment is solvent or involvent. In a litigated case in England the good-will of a partnership was valued at $100,000. The New York Court of Appeals has decided that the good-will of a corporation organized under the laws of another State, but having its place of business in New York, is taxable in New York as property employed there by the corporation. Upon the dissolution of a partnership, as in case of death of a partner, good-will must be converted into cash and its proceeds distributed, precisely as though it were tangible property. Upon a sale of the entire partnership business and assets, the purchaser becomes entitled to the good-will. This includes the sole right to hold himself out as the successor of the firm. In Eng land and in some of our States, he acquires the right to use the old firm name, .subject only to the qualification that he must not hold out the former partners as doing business under the old name. In other States, the right to use the old name does not pass with a sale of the good-will; it can be acquired only by express agreement therefor.
The extent to which the seller of the good-will of a business can compete with the buyer is a subject upon which the authorities are at vari ance. The tendency of modern decisions in Eng land is to limit the seller more narrowly than the courts have felt disposed to do in this coun try. The English courts say that "it is not right
to profess and to purport to sell that which you do not mean the purchaser to have; it is not an honest thing to pocket the price and then to recapture the subject of sale, to decoy away or call it back before the purchaser has time to at tach it to himself and make it his own." Ac cordingly they hold that the seller of a good-will must not in any way solicit patronage from the customers of the old business, nor in any way represent himself as succeeding to such business. In the absence of a contract to the contrary, how ever, he may engage in the same line of business in the same locality, and in his own name, al though that name may be a part of the old busi ness name. In most of our States, if the purchaser of a good-will would cut the seller off from solic iting old customers or otherwise competing with him, he must secure from the seller a contract surrendering those rights. (Cf. RESTRAINT OF TRADE, CONTRACTS IN.) Consult: Pollock, Digest of Partnership, § 39 (London, 7th ed., 1900) ; Burdick, Partnership (Boston, 1899).
GOODrWIN, ARTHUR (1593-1643). An Eng lish soldier, prominent during the Civil War in England. He studied at Magdalen College, Ox ford, with his lifelong friend, John Hampden, and with the latter contributed Latin verses to the college collection, Luetus Post humus, pub lished on the death of Henry, Prince of Wales. In 1614 he took his degree of B.A., and became a member of the Inner Temple. He sat often in Parliament, and on the outbreak of the Civil War was appointed colonel of a regiment of cav alry which was of great assistance to the Parlia mentary party. In 1642, aided by Hampden and Lord Brooke, he defeated the Earl of Northamp ton at Coventry, in Warwickshire, and with the aid of Colonel Hurry drove Lord Digby from \Vantage. In January, 1643, Goodwin was ap pointed commander-in-chief of the forces of Buckinghamshire, was defeated in an attack on Brill, and took an active part in the siege of Reading.