PURCHASES. Good will. Recitals. No. XC. Assignment of a Trade or the Good-will of a Business to a Purchaser (1). THIS INDENTURE made the in the Lord &c. day of of the one part, and the said (pur- chaser) of, &c. in the messuage, &c. in which he now dwells, (1) It has been much doubted whether the good-will of a business is legally assignable; but the case of Bunn v. Guy appears to have established the affirmative. But whether the business of an attorney is saleable is still questioned, see Bunn v. Guy, 4 East, 191, Bozon v. Farlow, 1 Meriv. 459; but where there is no mala fides on the part of the vendor, I do not see that they can be impeached. thereof, and also the lease of the messuage and PURCHASES. premises where the said business is carried on, in Good-will. consideration of the premium or sum of £ consideration, Now THIS INDENTURE WITNESSETH that for and WITNESS, in in consideration of the sum of £ of law- &c. ful and current money of that part of the United Kingdom of Great Britain and Ireland called England, in hand well and truly paid to the said (vendor) by the said (purchaser), at or immediately before sealing and delivery of these presents, the receipt whereof as of and for a full premium or consideration to him the said (vendor), for the relinquishing to or in favour of the said (purchaser), the said trade or business of a now carried on by him the said (vendor), &c. as aforesaid, and the purchase and assignment of the lease of the said premises, where the said business is now carried on, and the utensils, implements, and stock in trade thereof, as the said utensils, implements, and stock in trade are particularly mentioned in a schedule or inventory annexed to a bill or sale bearing even date herewith. He the said (vendor) HATH granted, bar- Vendor assigns gained, sold, assigned, relinquished, and quit- good-will, &c. claimed, and by these presents DоTH as much as in him lies, grant, bargain, sell, assign, relinquish, and quit-claim unto him the said (purchaser), his executors, and administrators, ALL and singular the good-will, interest, and advantage of the connections and customers whatsoever, which he the said (vendor) now hath, in or concerning the said trade or business of , as the same hath Good-will. To hold to the executors, &c. purchaser, his PURCHASES. been and now is carried on, exercised, or enjoyed by him the said (vendor); And also all the benefit of the services of all and every the apprentices now with or bounden to him the said (vendor), for and during such term and terms of years as they respectively have or under or by indenture of their respective indentures of apprenticeship, are obliged to serve, and subject in all things to the terms and conditions thereof, and all claims and demands whatsoever of him the said (vendor), in, to, or concerning the same, or in any wise relating thereto. To have, hold, and enjoy the said good-will, trade, or business, and other the premises hereinbefore assigned, or otherwise assured or intended so to be, unto and by him the said (purchaser), his executors, administrators, and assigns, to and for his and their own proper use, benefit, and advantage. And the said (vendor) set up the same for the considerations aforesaid, doth for himself, his heirs, executors, and administrators, covenant, promise, and agree, with and to the said (purchaser), his executors, administrators, and assigns, by these presents, in the manner following (that is to say), that he the said (vendor), shall not, nor will at any time from henceforth, during the term or space of years, next ensuing the date of these presents, either by or for himself, or for or with any other person or persons whatsoever in trust for him, or to or for his use, benefit, or advantage, take any house, shop, or other place whatsoever within the from the town of Covenant by vendor not to trade. space miles of whereby to set up, exercise, or in any sort or PURCHASES. manner howsoever to use or follow the trade or business (1) of unless by and with the consent in writing of him the said ( purchaser), his executors, administrators, and assigns, under Good-will. ment. his or their hand or hands. AND also that it shall Quiet enjoybe lawful for him the said (vendor), his executors, administrators, and assigns, at all times from henceforth, to have and take, to and for his and their own use and benefit, all the profit, proceed, gain, and advantage, which shall or may arise, or be had or made by or from any of the present customers or connections in trade of him the said (vendor), and also all benefit, profit, and advantage whatsoever, to be had or derived from the services of his said several apprentices during the time of their respective apprenticeships, without any hindrance, interruption, claim, or demand whatsoever of or by him the said (vendor), or any person or persons claiming or to claim from or under him or them, or by or through his or their acts or means, and that in as full and ample manner as he the said (vendor) could or might have enjoyed the same in case these presents had not been made; AND FURTHER that he the said (vendor), shall and will during the space of calendar months next hereafter con To promote the purchaser's trade, &c. (1) The sale of the good-will of a trade will not prevent the vendor from setting up the same trade again, without an express covenant of restriction; Shackle v. Baker, 14 Ves. 468, Creswell v. Lye, 17 Ves. 335, 1 Rose, 123, S. C. Harrison v. Gardner, 2 Madd. 219. Good-will. PURCHASES. tinue to reside in the dwelling-house, where the said trade or business is now carried on, and to the utmost of his power promote and encourage the customers and connections in trade of him the said (vendor), being or becoming the customers of and dealers with him the said (purchaser); and for the more effectually establishing and confirming the said (purchaser), in the said trade or business, it is hereby declared and agreed, by and between the parties hereto, that it shall be lawful for the said (purchaser), at any time during the said term of calendar months, to wait upon any of the present customer or customers of him the said (vendor), in the name of him the said (vendor), as often as he shall think fit or find occasion so to do. And moreover that he the said (vendor) shall and will during the said term of calendar months when requested thereunto by the said |