When buying a business, you're investing in its reputation. Our specialist solicitors ensure the goodwill you are paying for is legally secured, drafting robust contracts with restrictive covenants to protect your new asset from day one.
We provide a meticulous, partner-led service to ensure the goodwill you acquire is clearly defined, legally transferred, and protected from future competition.
We investigate the seller's claims regarding customer base, brand reputation, and financial performance to verify the value of the goodwill asset.
We draft a robust Sale and Purchase Agreement (SPA) that explicitly defines the goodwill and includes strong warranties from the seller.
This is crucial. We negotiate enforceable non-compete and non-solicitation clauses to prevent the seller from taking back the customers you've just paid for.
We ensure the goodwill transfer is seamlessly integrated with the assignment of the commercial lease, a critical step for location-dependent businesses.
Our commercial solicitors act with the sole purpose of securing your investment. We combine meticulous legal diligence with a commercially-astute approach to ensure the business you buy is the business you were promised.
We negotiate strong contractual protections that allow you to claim against the seller if the information they provided about the business proves to be untrue.
We draft non-compete clauses that are legally enforceable, preventing the seller from opening a competing business and taking your customers.
As a full-service firm, we can also advise on the associated property option agreements, employment contracts, and other critical legal areas.
Goodwill is the intangible asset of a business that represents its reputation, brand recognition, and loyal customer base. It's the reason a business is worth more than the sum of its physical assets. A proper assignment of goodwill is crucial when you buy a business.
This is a core part of our due diligence. We scrutinise the seller’s financial records, customer data, and market position to help verify the claims being made about the business's reputation and profitability, so you know what you are paying for.
No, goodwill is an intangible asset, which is why its legal transfer is so complex. Unlike a physical property, it cannot be seen or touched, so the contract must be meticulously drafted to define exactly what is being transferred to you.
A restrictive covenant is a legally binding clause in the sale agreement that prevents the seller from doing certain things after the sale, such as opening a competing business within a specific geographical area or poaching your new customers. This is essential for protecting the goodwill you have purchased.
You should seek warranties from the seller confirming key facts about the business are true, such as the accuracy of the accounts, ownership of intellectual property, and that there are no ongoing disputes. If these prove false later, you can claim for a breach of warranty.
For most businesses, goodwill is tied to the physical location. Therefore, securing a solid transfer of the commercial lease through an assignment is critical to protecting the value of the goodwill. We handle both transactions simultaneously.
Ensure the goodwill you pay for is legally yours and fully protected. Contact our specialist solicitors for a confidential, no-obligation discussion.
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info@wildings-solicitors.co.uk
862-864 Washwood Heath Rd, Ward End, Birmingham, B8 2NG
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Wildings Solicitors are authorised and regulated by the Solicitors Regulation Authority (no. 552128). Wildings Solicitors is a trading name of Wildings Solicitors LLP, a limited liability partnership registered in England and Wales. Registration Number OC360274 registered office 862-864 Washwood Heath Road, Ward End, Birmingham, B8 2NG. A list of Directors is available from the registered offices. We do not accept service by email.
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