Good Will , the interest or advantage supposed to be attached to a certain established business. Nothing can be more uncertain or intangible than this; and it was for some time a question whether the law would recognize it as of pecuniary value. But it is clear that it may have, under some circumstances, a very great pecuniary value. If a partnership be established in a certain place, and has there done business for a long time, in a way which has given general satisfaction and attracted a wide and to all appearance a permanent patronage or custom, whether this be by the excellence and variety of its stock of goods, its honesty and exactness, or its supposed wealth, this partnership has a pecuniary interest in this good will, in addition to the amount of its mere stock and capital. But, while as between partners this good will is generally considered to have a value, and will be recognized and provided for by courts of equity in settling any disputes between them, and in general passes by survivorship to the remaining partners when one or more die, yet the rules of law which enter into the adjustment of good will can hardly be considered as settled.
In case of insolvency, it is however clear that a court having jurisdiction of the case will recognize it as valuable, and will take care that no partner behave in such a way as to diminish its value, and will make due orders for reducing it by sale or otherwise into the form of available assets. But when the good will of a business passes by the insolvency of the trader into the hands of assignees, the trader is no longer under any obligations to continue his exertions to increase or sustain its value, although he must do nothing to injure it. - The good will of a business is often bought and sold, and made the subject of arrangement in various ways; and it would undoubtedly be regarded as a sufficient consideration for a promise to pay money. It has been held that the sale of a business, with the stock and "good will," carried with it, by implication, a promise not to enter upon a similar business so near to the old stand as to interfere materially with the purchaser. This would seem to be equitable, and ought to be provided for in any sale or transfer of the good will.
We doubt, however, whether our courts would now infer such an agreement from a mere transfer of the good will, in the absence of any express stipulation on the subject.