CG68030 - Businesses: Goodwill and intellectual property rights: Goodwill and intellectual property rights: Goodwill: ownership of goodwill
Case Law provides authority for the proposition that goodwill is not capable of being separated from the business with which it is associated. For example, in IRC v Muller & Co Margarine Limited, (1901) AC 217, Lord Lindley said at page 235:
바카라 사이트¦바카라 사이트¦goodwill is inseparable from the business to which it adds value and exists where the business is carried on.
The same proposition is stated clearly in Halsbury바카라 사이트™s Laws of England, Volume 35 of the 4th edition at paragraph 1208:
Goodwill is not a thing which can be separated and dealt with apart from the business out of which it arises바카라 사이트¦바카라 사이트¦
A number of authorities are cited in Halsbury in support of this proposition including the Muller case. Of particular relevance are Wedderburn v Wedderburn (no 4) (1856) Beav. 84 where Romilly MR said at 104:
The goodwill of a trade, although inseparable from the business, is an appreciable part of the assets of a concern바카라 사이트¦바카라 사이트¦
Also, Robertson v Quiddington (1860) 28 Beav.529 in which Romilly MR said at 535:
I fully concur in the observations on both sides, not only that the goodwill is a valuable and tangible thing in many cases, but it is never a tangible thing unless it is connected with the business itself, from which it cannot be separated.
And, Star Industrial Company Ltd v Yap Kwee Kor (1976) FSR 256 (P.C.) in which Lord Diplock said at 269:
Goodwill, as the subject of proprietary rights, is incapable of subsisting by itself. It has no independent existence apart from the business to which it is attached.
Furthermore, in Balloon Promotions Limited v Wilson, SpC 524, the Special Commissioner concluded at paragraph 165 of his decision that:
Goodwill cannot subsist by itself but must be attached to a business.
In the light of the above authorities HMRC considers that because goodwill is inseparable from the business in which it is generated and has its existence the disposal of a business as a going concern must involve the transfer of goodwill.