Goodwill of a going concern can include tenancy rights where the business value is tied to the premises.

Sale of the goodwill of a going concern at the business premises was treated as including the right to occupy the shop room as a monthly tenant. The sale proclamation and sale orders showed that what was sold was not confined to furniture and stock-in-trade, but the business goodwill attached to the very locality from which trade was conducted. On the facts, the shop room formed part of the commercial value sold, and the realisation of price supported that construction. Because the sale was not set aside through the available procedural remedy, its scope could not later be denied. The purchaser accordingly acquired the tenancy or right of occupation.

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Issues: Whether the sale of the goodwill of a business as a going concern in execution included the right of the judgment-debtor to occupy the shop room as a monthly tenant, and whether the purchaser acquired that tenancy right.

Analysis: The terms of the sale proclamation and the orders directing sale showed that what was sold was not merely furniture and stock-in-trade, but the goodwill of the business of D. Mullick & Co. as a going concern at the very premises from which the trade was carried on. Goodwill in the case of an ordinary trader was treated as inseparable from the locality and from the advantage of carrying on the business at the shop room where custom attached to the premises. On the facts, the shop room was the foundation of the business value sold, and the price realised also indicated that the sale covered more than the movable assets alone. The sale not having been set aside under the procedural remedy available, its scope could not be denied in subsequent proceedings.

Conclusion: The sale of goodwill included the monthly tenancy or right of occupation in the shop room, and the purchaser acquired that right. The appeal failed.

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