Co-authors
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".
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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.
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