Goodwill (Commercial) meaning

How to use this Checklist This Checklist pinpoints common matters that arise when negotiating and drafting the following agreements: Trade mark assignment (pro-assignor) Trade mark assignment (pro-assignee) For more detail on the legal basis for assigning trade marks and the formalities required, see Practice Note: Assigning intellectual property rights. It can also be repurposed as heads of terms to capture headline agreed points while a formal trade mark assignment is being finalised. For guidance on this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed trade mark assignment Checklist, further details, notes (if any) Key commercial considerations ☐ Parties Verify which entities will be party to the agreement—specify the current owner of the trade marks (ie the assignor) and the entity to whom they will be transferred (ie the assignee). Also confirm each party’s legal status and whether any third parties (such as group affiliates) are intended to benefit under the proposed agreement. ☐...

Dana Astra IOOO v Secretary of State for Foreign, Commonwealth and Development Affairs [2025] EWHC 289 (Admin) What was the background? The Secretary of State for Foreign, Commonwealth and Development Affairs (the FCDO) designated Dana, a major real estate and construction company active in Belarus, as an 'involved person' under the 2019 Regulations, SI 2019/600, made pursuant to s 1 of SAMLA 2018. Importantly, Dana was not domiciled in the UK and had no property, assets, or commercial interests within the jurisdiction. The FCDO considered there were reasonable grounds to suspect that Dana was an involved person for the purposes of Regulation 6 of the 2019 Regulations, SI 2019/600, because it: had engaged in the repression of civil society or democratic opposition in Belarus, or in other conduct, policies, or activities that undermine democracy or the rule of law in that state, in particular through its sponsorship of the Belarusian National Olympic Committee (the BNOC); and had obtained a benefit from, or provided support...

Athleta (ITM) Inc v Sports Group Denmark and another [2025] EWCA Civ 1584 What are the practical implications of this case? The decision highlights the interplay that arises when the issue of genuine use of a mark is examined in tandem with a passing off claim based on the same or a similar sign. While the legal criteria differ for establishing genuine use of a registered trade mark and for proving the creation of goodwill, the evidential foundations will frequently overlap. There will inevitably be scenarios where activity is adequate to constitute genuine use yet does not establish a link between the sign and goodwill. Where the use carries real commercial weight, litigants and their advisers pursuing revocation on the one hand and seeking to sidestep passing off on the other must assess whether the genuine use and goodwill points are likely to rise or fall together, and allocate their resources accordingly. The judgment also acts as a prompt to litigants about the continuing significance of the respondent’s notice...

County Insurance Services Ltd v HMRC [2025] UKFTT 1440 (TC) The partnership commenced in 1984, trading from retail premises and providing a diverse blend of independent financial advice, personal lines cover and commercial insurance services. Around 1 April 2002, the split of business was roughly 55% independent financial advice, 30% personal insurance and 15% commercial insurance, respectively. In subsequent years the advisory side progressively waned, and in 2006 the firm disposed of its independent financial advice arm, notified the FSA, and, accordingly, its independent financial advice permissions were then formally withdrawn. Around that period it received notice to quit its high-street site, subsequently relocated in 2007 to larger business-park offices for its operations, and, in particular, refocused on home insurance and rural commercial policies, leaning increasingly on a wholesale model. In 2013 a company was incorporated which acquired the partnership’s trade and assets, together with goodwill assessed at £1.3m...

This Practice Note offers an introduction to cybersquatting. It involves registering a domain name that incorporates another business’s trade mark with the purpose (or consequence) of taking unfair advantage of that mark. It also encompasses typosquatting, being the registration of a domain name featuring a misspelt version of another party’s trade mark. There are several avenues to pursue action against cybersquatters, including Nominet’s Dispute Resolution Service (DRS) and the Uniform Domain Name Dispute Resolution Policy (UDRP)... What is cybersquatting? Also referred to as domain name squatting, it is the bad-faith registration of a domain name that matches or is confusingly similar to a trade mark or name, with the intention of profiting from the goodwill attached to that mark or name. The practice exploits the trade marks of businesses, individuals, or other entities, aiming to secure commercial benefit for the ‘squatter’ and/or to interfere with legitimate activities... Evolution and key characteristics of cybersquatting The phenomenon took hold in the 1990s during the early phase of internet...

THIS PRACTICE NOTE APPLIES TO ALL PRIVATE SECTOR PENSION SCHEMES Business sales (sometimes called asset sales) involve a seller disposing of part, or all, of its tangible business to a buyer. The buyer then assumes ownership of the contracts and assets set out expressly in the business sale agreement. Those contracts will typically include, for example, commercial agreements and the employment contracts for some, or all, of the seller’s staff (employees transfer by law), together with any plant, machinery, property, goodwill, and similar items. This Practice Note should be read alongside the following Practice Notes: Pension issues on a business sale—acting for the buyer Pension issues on a business sale—acting for the seller TUPE—what pension benefits should the transferee provide? The purpose of due diligence Due diligence is the process by which a buyer obtains information about the seller's business and the accompanying liabilities. Lawyers acting for the buyer are frequently provided with access to an actual or virtual data...

This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. This Practice Note offers guidance on the common law and statutory controls that govern exclusion and limitation of liability clauses (also described as limitation of liability clauses, limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses), including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). It identifies which provisions amount to exemption clauses and sets out three central matters to address when drafting them or assessing them in a dispute: incorporation construction statutory controls It also outlines the courts’ treatment of attempts to exclude or restrict liability for certain breaches (eg fundamental breach) and for different heads of loss (eg direct loss, indirect and consequential loss, loss of profits, loss of use and loss of data). It notes common techniques parties use to allocate or restrict risk (eg financial caps, time bars, excluding rights of set-off) and addresses...

STOP PRESS: A major overhaul of the UK listing framework became effective on 29 July 2024, eliminating the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies, replacing the prior segmentation approach across the listing regime. This commercial companies category relies strongly on disclosure and sits alongside other categories, including those for shell companies, secondary listing and closed-ended investment funds. To deliver these reforms, a new UK Listing Rules sourcebook took effect and the former Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent represents the position under the listing regime as it stood before 29 July 2024...