Received notice for using goodwill of firm after dissolution

Question

Received notice for using goodwill of firm after dissolution

15-Apr-2023 (In Corporate Law)

i do agreement with my other two partner in 6th october. that firm will be dissolve in 31st march 2016 with other partner will be caretaker. and afterwards no can use name, place and goodwill. but they took all firm asset so i change firm name. now they sent me notice that i use goodwill. but after 31st march i not use name and firm goodwill. please suggest me that i need to reponse of notice or not. and can i breach agreement??

Answers (4)

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Adv. Ankit Chaturvedi Adv. Ankit Chaturvedi

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Advocate Vivek Pathak LawRato · Accepted Answer · 2016-04-15T06:25:02+05:30

Answer #2

Reply to Legal Query ID 16997. I understand that you have a partnership firm which has to be dissolved on 31.03.2016 according to an agreement you entered with other partner in October 2015 wherein it was also agreed that none of the partners after dissolution will use the name of the firm , goodwill etc., However, the other partner continued using the goodwill of the firm. Prima facie it appears that the other partners are in breach of the terms of the Agreement they entered with you in October, 2015. We can also explore the option of suing them for breach of agreement and demand liquidated damages. Further if they are have already breached the agreement then in that scenario agreement has no effect and you are also free to pursue your interest. However to advise you the best course of action, I need to go through the Agreement. Thus request you to provide the copy of agreement. Warm Regards

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Adv. Vivek Pathak Adv. Vivek Pathak

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Advocate Rajesh Kumar LawRato · Accepted Answer · 2016-04-15T07:41:59+05:30

Answer #3

As per terms of dissolution of firm you can not use the goodwill of the firm and you can not breach the terms of dissolution agreement. you have to make response to the notice if you have not violated the terms of dissolution of the firm and have not used the goodwill of the firm.

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Adv. Rajesh Kumar Adv. Rajesh Kumar

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Advocate Naveen Kumar Shelar LawRato · Accepted Answer · 2016-04-15T11:08:25+05:30

Answer #4

Is there was any deed for dissolution, registered or unregistered? Use of goodwill after dissolution of firm depend on the mutual understanding, drive by deed of dissolution. It it permit you then you can use, else not. In your case as you said you also change the name of the firm, which prima facie does not constitute the goodwill, per se, however, it depend on the nature of the firm, and resemblance of nature. Certainly, you must reply to the Legal Notice, else it would be deemed to be acceptance by you of all their allegations in the said legal Notice. Yes it would be breach of Agreement, if there any agreement exist.

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Adv. Naveen Kumar Shelar Adv. Naveen Kumar Shelar

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