A Structural Legal Rule for Goodwill: From Business Facts to Case Law

Abstract :

The significance of this article is that it places business goodwill firmly within legal rights based on business facts. The object of the discussion is to move goodwill from the accounting to the lawyer’s office. There appears to be no ready structural rule for goodwill, which could provide useable elements of business goodwill, based on the relationship between business facts and legal case outcomes. Therefore, the dual question naturally arises as to what might be a usable structural rule for business goodwill, and when this rule is identified, how might it be susceptible to damage by fraud. Argument tries to show a structure for business goodwill, and that this structural rule is uniquely susceptible to damage by fraud, simply because its key elements could not be defined per genus et differentiam. The primary methodology of the research isto identify a structural legal rule for business goodwill, using Lord Diplock’s procedure for judicial reasoning by analogy. Argument begins with a case law discussion of the relationship between deceit and fraud. Following this, there is an exegesis of Lord Diplock’s procedure for applying judicial reasoning by analogy. Then follows an analysis of the rights-based foundation of business goodwill, then argument critically analyses the authoritative decided case law.