Transfer of Goodwill and its Levyability
The transfer of a clientele base represents a significant factor in the economic value of a company in many industries. Especially in business transitions, mergers, or sales, the so-called goodwill – understood as intangible company value, primarily resulting from the trust of an existing clientele – comes into focus.
The Bremen District Court addressed in its ruling of 06.08.2021 (Case No. 4 O 900/21) the question of the levyability of goodwill that is passed on through the transfer of a clientele base.
Assessment of the Levyability of Goodwill
Nature of Goodwill in Clientele Acquisition
The goodwill that arises when a clientele base is acquired essentially encompasses the economic potential from established business relationships and reputation. Unlike identifiable and transferable assets such as business shares or receivables, this goodwill is not an independently tangible entity, whose realization primarily depends on the independent decision of the respective clients.
District Court’s Decision on Non-Levyability
The Bremen District Court clarified in the aforementioned decision that the goodwill passed on in the transfer of a clientele base is not subject to levy. The court reasoned that the essential element – the client relationship – does not constitute a legally definable, independent asset. The crucial point is that clients are free to choose with whom they wish to continue working. Thus, the transfer is purely factual in nature and is not associated with the transition of a legal position that would be subject to levy.
Implications for Enforcement Measures
For enforcement measures, this jurisprudence means that the goodwill, which is solely based on the non-transferable relationship level with clients, cannot be realized through individual enforcement. If only a client base is transferred, there is a lack of an asset within the meaning of § 829 ZPO that could be seized.
Contextualization of the Decision and Outlook
The decision of the Bremen District Court highlights the legal limits of enforcement in intangible economic values. The non-levyability of goodwill, insofar as it relates to client relationships, protects the personal autonomy and freedom of choice of the clients as well as the business relationships based on trust and personal contact. Such legal questions can become significantly important, especially in company sales or insolvencies.
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