Upon dissolution of a partnership where partners agree to conduct separate competing businesses and divide clients according to client wishes, the goodwill of the partnership does not survive dissolution. The fact that former partners continue to use sources of the former partnership's goodwill (premises, telephone numbers, staff, files) does not mean they have retained the goodwill itself. Equitable compensation for breach of fiduciary duty in removing partnership files cannot include an amount for reduction in goodwill value where the goodwill would not have survived dissolution in any event. An offer of compromise that includes a term as to costs does not comply with UCPR r 20.26(2) and cannot operate as a Calderbank offer unless the offer discloses an intention that it should take effect irrespective of compliance with the UCPR.
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