Mark Lewis, Emily Nuttall-Wood and Rebecca Denton write for Thomson Reuters Practical Law regarding the Court of Appeal consideration around the meaning of "goodwill".
The Court of Appeal has considered the meaning of "goodwill" in an exclusion clause in a share purchase agreement and has held that, unless there is a good reason to define it otherwise, based on the facts or the language used elsewhere in a contract, goodwill should be given its ordinary legal meaning. The result may not come as a surprise to practitioners, however, it is useful to see the court's view of the purpose of an exclusion of lost goodwill.
