Business Law Newsletter

• Preventing Disclosure of Trade Secrets by Former Employees
  Generally, a “trade secret” is any valuable business information that is kept confidential in order to give the business a commercial advantage in the marketplace. Trade secrets are valuable forms of property and thus, the... Read more.
• Trade Secret Licensing
  Under the Uniform Trade Secret Act (UTSA), adopted by a vast majority of the states, a “trade secret” is information (including a formula, pattern, compilation, program, device, method technique or process), not generally... Read more.
• Franchisor Vicarious Liability for Wrongful Acts of Franchisees
  An increasing array of goods and services are offered through “franchises.” Franchising is not a new concept, but it has exploded in popularity; according to statistics compiled by Price Waterhouse Coopers in 2005 (the... Read more.
• The Madrid Protocol: International Trademark Registration
  Generally, a “trademark” is a distinct word, phrase, symbol, device or combination thereof, affixed to goods or services, that serve to identify the source, or manufacturer, of the good or service. Trademarks function to: 1)... Read more.

• Lampert loses ruling tied to $718 million claim on old Sears
• Halal Guys shutters downtown Chicago locations amid legal battle
• Golf club dispute is settled
• Claims of False Advertising and Unfair Competition Are Not Disparagement or Defamation
• Lawsuit: Michigan State defrauded companies, breached contracts, took over years of work

Business “Good Will”

The “good will” of a business is an intangible asset, like the reputation, skill, or experience that is associated with the business. It also refers to the rate of recurring patronage that a business has developed over time with the general public.

Ownership

The good will of a business belongs to the business owner. It might be owned by either an individual or a corporation, but not by stockholders. The representative of a business is not personally connected to the business’ good will.

The ownership of good will may be transferred when the business is sold, but it cannot be sold apart from a business’ physical property. Good will ownership may also be transferred even when it is only implied and not specified in a contract. For example, the good will of a business trade name or trademark would be automatically transferred upon the sale.

Unfair Competition

The former owner of a business may conduct a similar business and even draw in former patrons. But it is not fair play if the former owner purposely confuses the public into thinking that a new business is the former business. This is unfair competition, and the new owner may be able to take action.

Remedies

An injunction may be imposed upon the former owner, disallowing any further activity that would cause public confusion and loss of profits to the new owner. If fraudulent activity has occurred, monetary damages may be awarded.

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