Vermont Bar Journal, Vol. 40, No. 2 Winter 2015, Vol. 40, No. 4 | Page 23

www.vtbar.org factors. Under the standard of fair market value, personal goodwill is excluded because it cannot be transferred upon sale. The existence of personal goodwill may indicate dependence on a key person. If your client’s company has key person issues—meaning, the business could not sustain its current level of operations and financial performance without the significant participation of any one particular individual, such as the owner—the value that individual brings to the company must be excluded from the value of the business if that state specifies the exclusion of personal goodwill from the value of the business. A case of particular note in Vermont is Goodrich v. Goodrich.4 In this case, the Supreme Court does not mandate a specific methodology for determini