Paying for the goodwill of a business, am I protected?

Steve B69

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Jun 22, 2011
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Hi, I'm looking into buying an up & running business that has a goodwill price of £75,000.

I'll obviously do this all through solicitors and am aware I have some protection under the Landlord and Tenant Act 1954 but my question is what if the owner should decide to sell the property or decide they want the business for themselves.

I'd appreciate any thoughts on how I can be fully protected?
 

Steve B69

Free Member
Jun 22, 2011
14
0
Worthing
To the best of my knowledge very few commercial leases are written under the Landlord & tenants Act
I'm not at the point where I've viewed the lease or spoken to solicitor, I'm just trying to get my head round how safe my £75,000 goodwill payment is protected from the landlords not renewing or taking back the lease..
 
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Paul Norman

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Apr 8, 2010
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I'm not at the point where I've viewed the lease or spoken to solicitor, I'm just trying to get my head round how safe my £75,000 goodwill payment is protected from the landlords not renewing or taking back the lease..

The reality is you are not, unless you can get specific warranties written into the contract - which I would say is unlikely.

You have to , through due diligence, satisfy yourself that the risks are those that you are willing, and able, to take.
 
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Chris Ashdown

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  • Dec 7, 2003
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    Goodwill means many things to many people

    If you are say buying a business that is selling a product to lots of companies with lots of return customers or contracts the goodwill can be for basically buying the contact lists

    A restaurant having been dragged up for indifferent to first class will also have lots of repeat customers and a well known brand

    Pubs may quote goodwill with a massive trade, but the new owner finds most of the customers move over to another pub or follow the landlord

    You really need to understand by what they are calling goodwill and if its worth the money, you are forced to pay the lease costs and take over the assets maybe fixtures and fittings, but goodwill can be very flexible, maybe just the profit the guy wants for running the business over last ten years which means you actually get little from the deal especially if they went bust and damaged the name

    The lease , the landlord may let you take over the existing lease or make you have a new one. the lease is probably for a set number of years and you need a solicitor to negotiate it

    When buying a existing company you can buy just the assets or the company, with the company you may be liable for any hidden problems, maybe they signed a five year lease on a asset like a photocopier that you cannot break

    Look up TUPE laws if the company employs staff
     
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    Here we go again! A goodwill price of just £75k suggests that this business depends on one person or a handful of people. If it is just that one person that attracts the punters, then (as @Chris Ashdown so rightly points out) if he/she/it goes, so too does the goodwill!

    He also asks what the hell does goodwill mean in this case - if anything!

    So the place is rented - that means that you are taking over a liability from the present business 'owner'. And if staff are involved, then that is a collection of further liabilities (TUPE!) you have to consider! Ouch!

    (Maybe they should be paying you for taking on all those liabilities!)

    Now ask yourself - why are they selling? Yes, they say that they are retiring, have ill-health, the wife exploded, they want to move to Canada and the dog got a job in Silicon Valley - but why are they REALLY selling? Is the council about to tear up the road outside? Is that market dying? Is the IP on what they are building about to run-out? Are key suppliers about to stop manufacture? Are key customers buying Chinese goods for one-tenth of the price? What is REALLY happening?

    Goodwill is a pretty vague, insubstantial and ephemeral thing. That's £75k for the promise of a new tomorrow!

    I like to see equity! Right now we are possibly heading into the teeth of a howling recession and soon Warren Buffett's old sentiment will be tested. "When the tide goes out, we all get to see who's been swimming naked!"

    A business without equity is a business swimming naked!
     
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    fisicx

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    Sep 12, 2006
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    Hi, I'm looking into buying an up & running business that has a goodwill price of £75,000.
    Who said it's worth £75K? The owner?

    Right now the goodwill is worth zero. And you have no protection at all.
     
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    Clinton

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    Jan 17, 2010
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    Hi, I'm looking into buying an up & running business that has a goodwill price of £75,000.
    If that's the "goodwill price" of the business, the business is probably worth nothing at all or, worse, less than nothing.

    Read what @The Byre said. Then read it again!

    Sort out the real value of the business first before worrying about the lease!
     
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    I must thank @Clinton for that vote of confidence and I would add that at no time would I 'buy' a business that depends on a set location (i.e. a pub, restaurant, brothel or a shop) in a rented property.

    They are called bricks & mortar businesses for a reason - they are made of bricks and some mortar. That means if someone 'buys' a pub, but the building is rented, they have liabilities and a job.

    However - the owner of the building has a business! You are working for him/her/it.
     
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    fisicx

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    I watched a programme a while back about a gold rush town in the USA.

    The people who got rich were the owners of the banks, stores, bars and brothels. The miners ended up with virtually nothing.
     
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    Mr D

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    Feb 12, 2017
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    I watched a programme a while back about a gold rush town in the USA.

    The people who got rich were the owners of the banks, stores, bars and brothels. The miners ended up with virtually nothing.

    That's been pretty common in multiple areas regarding all sorts of booms.
    Including general mining.

    Not uncommon long term in normal towns and cities. People work to get money, 90% plus may well go on goods and services the people want - and little to savings long term.
    Between rent / mortgage, council tax, utilities, mobile phone, broadband, clothing, food, drink, entertainment etc - plenty of people spend 90% plus of their monthly income. Some spend 100%. Or more.
     
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    Mr D

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    Feb 12, 2017
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    Hi, I'm looking into buying an up & running business that has a goodwill price of £75,000.

    I'll obviously do this all through solicitors and am aware I have some protection under the Landlord and Tenant Act 1954 but my question is what if the owner should decide to sell the property or decide they want the business for themselves.

    I'd appreciate any thoughts on how I can be fully protected?

    Discuss your protection or lack of it with your solicitors. With all the information to hand including your due diligence they should be able to say.
    Not least they should be aware of the business being purchased.
     
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    The landlord couldn't sell or kick you out as long as there's a lease in place that prohibits them from doing that. However if the lease came to an end, or there were break clause enabling the landlord to do this, then they could. Remember there is very little protection B2B, it's all down to the contracts and the clauses, so if you're going to even consider this, you'd need to make sure that there is no option for the landlord to remove you from the property during a certain period. Of course, this could go against you too, as you usually have to give personal guarantees on leases, and if your business isn't successful, or you want to quite for any reason, you would still be personally liable for the lease until you can find a another suitable tenant to take it over.
     
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    This is interesting and you've said it before not long back.
    Can you explain the business/job difference as you refer to it here? Is it about equity again?
    A business has two goals. You can target the one or the other - or if you get really lucky, both. In the UK and the US, profit is the goal and often the only goal. Rent a shop for £1k p.c.m. and sell goods that earn £5k profit and have $2k other costs and make £1k profit per month. After 25 years you have eaten all that profit - well, it wasn't much to start with! Just £1k a month, so don't all shout at once!

    After 25 years of paying rent, you have nothing. The owner of the building has a building that is fully paid for by your rent. You could have gone elsewhere and bought a shop building and after 25 years have had a building. Equity - the other goal of business!

    When times get tough - or as Warren Buffett puts it, when the tide goes out and we have a recession, you can use that equity to bridge the shortfall or use the crisis to buy more equity - another shop or whatever your business direction might be. The trick is to create a solid financial foundation on which your business is built. You never over-reach yourself. You keep adding to the net equity in your business.

    This means that when everything goes pear-shaped and the business collapses, or you just want out and you have no heirs to pass the business onto (or you don't like them - always a possibility!) even if all you have is a corner shop, it is worth real money. A rented corner shop business is worth roughly the same as a bucket of warm spit. But the building is worth real money.

    We have all kinds of magic names for swimming naked. We have all kinds of magic structures for debt. Leverage. IPOs. Fresh share issues. Venture capital. Private equity. Angels. Bonds. And good old investment. All debt by another name. All different ways to swim naked.

    And if you look at the balance sheet of a company, you see how often we allow others to swim naked at our expense. I have been involved in the analysis of a company whose 'receivables' and inventory have escalated. They are listed on the 'assets' side, but if they don't get to receive them receivables and move that inventory, then they flip-over to the naughty side!

    And at the moment, not only have both nearly doubled in the past year, but their debts have increased by 10% and 'other liabilities' (that's all those unopened envelopes in a shoebox under the stairs) are now almost as large as their debt. A medium-sized company with just 1,400 employees and their liabilities exceed assets (some of which look decidedly dodgy) by over $100m. They've mortgaged all their IP and they are now in default of the covenants on that mortgage.

    Now that's what Buffett meant with swimming naked!

    Never let a good crisis go to waste! There are going to be loads of viable businesses going belly-up in the next few months.

    People are going to be sitting on buildings with no tenants paying the rent. Shops will be boarded up. Car dealerships will close. Wholesalers will be chasing returns of unpaid goods in failed shops and putting them on eBay. Airlines will stand outside government buildings, holding out the begging bowl. Good stocks in good companies will be sold off to cover bad positions in rubbish companies. The floating hospice trade (cruises) will sink.

    And the DFS sale really will come to an end.*

    Now is not the time to buy a business. Now is the time to wait for the fire-sale of all the assets!

    *I lied - it won't!
     
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    DontAsk

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    Jan 7, 2015
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    Can you explain the business/job difference as you refer to it here? Is it about equity again?

    A business generates a healthy profit after ALL expenses, including paying the owner/operator a realistic wage if they work for the business.

    A job (might still be a "business") just pays the owner a wage with nothing left over.

    A business is much easier to sell than a job.
     
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    Can you explain the business/job difference as you refer to it here? Is it about equity again?

    The simplest test to apply re job/business - is to ask what happens when you're not there?

    If your income / business dries up, then you have a job. If it can merrily go along without you, you have a business.

    There are many ways of achieving the latter without owning property (most successful multiple retailers don't) - In fact I'd advise most start ups not to take on freeholds. You do, however have to have a clear business model, not just to buy in and pray for continued success
     
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