Response or Comment
Various attempts have been made to answer this question by defining the term "good will" and in this way determining what passes to the vendee and, e converso, what rights are left to the vendor. Lindley, however, says, "the term good will can hardly be said to have any precise signification." LINDLEY-EWELL, 2nd Ed., 439. Though indefinable the term is said to be divisible, as in the case of Foss v. Roby (1907), 195 Mass. 297, where it is said, following previous decisions, that in a commercial partnership the good will is largely local in character whereas in a professional partnership it follows the person not the place. The courts have attempted to answer the larger question by resolving it into a number of smaller ones based on the varying states of fact. May the vendor set up again in a similar business? Answered in the affirmative in Churton v. Douglas (1859), 1 Johns, 174, 188. May he advertise? Answered in the affirmative in Cottrell v. Manufacturing Co. (1886), 54 Conn. 138. May he solicit old customers? Answered in the negative in Trego v. Hunt , I A C. 7. The decision in this last case has been frequently quoted as the English Rule The case of Williams v. Farrand (1891), 88 Mich. 473, had said the retiring partner might solicit old customers, though in this case only "the right, title and interest" had passed, good will not being expressly mentioned.
Drake, Joseph H. "What Are the Rights of the Vendor of Good Will?" Mich. L. Rev. 8 (1911): 321-3.