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  • Writer's pictureMarc Ebinger

Why Reputation Matters: Understanding Goodwill in Business Contracts

In business contracts and transactions, there's a term that often takes center stage but is sometimes misunderstood: goodwill. In a recent conversation between legal experts Shanna Schulze and Keaton Frieberg with hosts Marc Ebinger and Howie Nestel, they shed light on the significance of goodwill in business contracts and why it plays a pivotal role in the success of many businesses. In this blog post, we'll explore the details of their discussion and unravel the importance of goodwill.

Defining Goodwill in Business Contracts

So, what exactly is goodwill in the context of business contracts? Goodwill is a legal term that refers to the intangible asset associated with a business's reputation, brand recognition, and the positive relationships it has cultivated over time. In simpler terms, it's the trust and positive perception that customers, suppliers, employees, and the community have in a business.


The Name Matters

One crucial point made during the conversation is the connection between goodwill and a business's name. Imagine you want to buy an established business. You could purchase all its physical assets, but if you don't acquire the business name along with it, you might find yourself essentially starting from scratch. Why is the name so important? It's because the name carries the history and reputation of the business. When customers see a familiar name, they associate it with quality, trustworthiness, and reliability. They are more likely to continue doing business with a company they know and recognize.


The Value of Goodwill

Goodwill isn't just a nice-to-have concept; it holds real value. When a business is being sold, the purchaser often pays a premium for the established reputation and customer base. This premium is essentially the quantified value of the goodwill associated with the business. It acknowledges that a business with a strong reputation and loyal customer base is worth more than just its physical assets.


The Risks of Neglecting Goodwill

Conversely, neglecting goodwill can be detrimental. If a business changes its name or fails to protect the reputation and relationships it has built, it risks losing the trust and loyalty of its customers. This can result in a decline in revenue and overall business value.


Looking Ahead: Franchising

Towards the end of the conversation, there's a hint at the topic of franchising. While not explored in detail, this indicates that the concept of goodwill extends beyond individual businesses to franchises as well. The reputation of a franchise brand is built on the goodwill associated with its name, making it a valuable asset for both franchisors and franchisees.



Evidently, goodwill is not just a buzzword—it's a critical element that can significantly impact the success and value of a business. Understanding and properly managing goodwill is essential for business owners, buyers, and sellers alike. So, the next time you're dealing with contracts or considering buying or selling a business, remember that goodwill is not just a legal term; it's the heartbeat of reputation and trust in the business world.




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