Transfer of Goodwill and Seizability
The transfer of a business regularly also involves intangible assets, particularly the so-called goodwill. The goodwill primarily encompasses the value that results from the trust of clients and existing business relationships. The Regional Court of Bremen confirmed in its decision of June 30, 2021 (Case No. 4 O 900/21), the fundamental non-seizability of this intangible business value, insofar as it relates to the client base.
Significance of Goodwill in Business Succession
In the context of business sales or transfers, goodwill represents a significant component. It particularly manifests in the continuation of business relationships, contacts, and the trust established with customers or clients. The question of the extent to which this intangible value is subject to seizure becomes practically relevant when the insolvency of a party is at hand or enforcement proceedings are underway.
Decision of the Regional Court of Bremen
Client Base as a Personally Tied Legal Asset
According to the view of the Regional Court of Bremen, goodwill associated with a client base is inextricably linked to personal relationships and the trust relationship between the business and its clients. This personal relationship is not subject to compulsory transfer in enforcement proceedings. Thus, there is a lack of transferability required for seizure, as is the case with tangible economic assets.
Non-seizability for Systematic Legal Reasons
The court justified its decision primarily with the regulation of § 851 ZPO. According to this provision, only claims that are transferable are subject to seizure. Since goodwill and the client base significantly depend on personal trust, there is often a lack of this required transferability. It follows that goodwill, insofar as it is based on a client base, is not subject to enforcement.
Consequences for Creditors and Companies
For creditors, this ruling may mean that they cannot access a significant part of the intangible business assets through enforcement proceedings. For companies or business successors, it provides legal certainty that goodwill based on client relationships is fundamentally protected in the event of enforcement or insolvency. However, this clarification only applies to goodwill based on personal business relationships and where no other transferability is provided.
Outlook and Further Legal Questions
The decision of the Regional Court of Bremen highlights the differentiation between tangible and intangible business values in the context of enforcement. Business decisions regarding succession or credit securities must therefore take into account the non-seizability of certain intangible values.
For further legal questions regarding business transfers, the protection of intangible business values, or process strategies in the context of enforcement, it is advisable to involve qualified legal support. For individual concerns, MTR Legal is available with comprehensive experience in the field of litigation at your disposal.
