GOOD HEALTH defence in a court of law, but grounds affording a moral justification for the defence." In re Blackhurst, 3 De G. & J. 42. GOOD HEALTH. The expression "good health," as used in life insurance policies, does not mean absolute perfection, but is a comparative expression, and if the person enjoys such health as to justify a reasonable belief by himself or others, that he is free from organic trouble, or from symptoms calculated to cause a reasonable apprehension of such derangement, and if to ordinary observers and to outward appearance his health is reasonably such that he might, with ordinary safety, be insured, and upon the ordinary terms, the requirement of "good health" is satisfied. Johnson v. Modern Woodmen, 160 Ill. App. 42. An instruction that the words "good health," when applied to a human being, mean that the person said to be in good health is in a reasonably good state of health, and that he is free from any disease or illness that tends seriously or permanently to weaken or impair the constitution, gives a reasonable definition to the term "good health." Court of Honor v. Dinger, 221 Ill. 181; Brown v. Metropolitan Life Insurance Company, 65 Mich. 306; Manhattan Life Insurance Company v. Gardner, 82 Fed. Rep. 989; Clover v. Modern Woodmen of America, 142 Ill. App. 280. The words "good health" in the rules of a fraternal insurance society with reference to reinstatement of a member mean that a person is in a reasonably good state of health and free from any disease or illness that tends seriously or permanently to weaken or impair the constitution, and do not refer to the appearance of good health. Trafton V. National Council, Knights and Ladies of Security, 198 Ill. App. 345. "Good health means that he had no grave, important, or serious disease, * * It means a state of health free from any disease or ailment that affects the general soundness and healthfulness of the system seriously, and not a mere indisposition, which does not tend to GOOD STANDING weaken or undermine the constitution of the assured." Hann v. National Union, 97 Mich. 519 quoting the charge of the trial judge and affirming it. GOOD MERCHANTABLE ABSTRACT OF TITLE. Contract to Convey Land. A contract by which a vendor agreed to convey to the vendee land "in fee simple, clear of all incumbrances whatever," and to deliver to the vendee a "good merchantable abstract of title," means, by the last quoted expression, an abstract showing that vendors had the kind of title they agreed to convey. Geithman v. Eichler, 265 Ill. 584. GOOD MORAL CHARACTER. See Good Character. GOOD STANDING. See also In Good Standing. "A member is said to be in good standing when he complies with the laws, rules, usages and regulations of the order. Such compliance necessarily includes punctual payment of all dues and assessments, for which the member may become liable. Good standing also means good conduct, that is, freedom from the violation of those requirements, which indicate the benevolent purposes of the society, or express its intention to insist upon a high standard of character among its members. Independent Order of Foresters v. Zak, 136 Ill. 185; Royal Templars of Temperance v. Curd, 111 Ill. 284. The words of the certificate here sued upon as follows: 'Provided always that said member is in good standing in this order at the time of said death.' In relation to words of a similar kind, we said, in Independent Order of Foresters v. Zak, supra: 'Under such a constitution as that of appellant, the loss of good standing must be shown by some official action on the part of the organization. The order is a corporate body. The attitude of a corporate body towards one of its members GOOD TITLE can only be known through its action as such corporate body. The only proper evidence of such action will be the records or proceedings of the organization itself.' It is clear that, inasmuch as loss of good standing on the part of a member must be thus established by corporate action, such loss of good standing does not include the act of the member in committing suicide." Royal Circle v. Achterrath, 204 Ill. 564. Good standing in a fraternal society not only implies that a party is a member of the society, but that he has a good reputation therein. Royal Templars of Temperance v. Curd, 111 Ill. 289. GOOD TITLE. The rule of law, then, undoubtedly is, that a purchaser who bargained for a good title, shall not be compelled to take one which is subject to suspicion. This does not mean that the title shall be good beyond a possible peradventure, for then he might never be satisfied, but that it must be free from reasonable doubt. It must be such a title to which no reasonable man would object; such an one as a prudent man would not hesitate to invest his own money upon, at a full market price; such an one as will bring, in the market, as high a price with as without the objection. When we force a title upon a party, we must feel an assurance that it can not be taken from him. It is not sufficient that the title is probably good, but we must feel a reasonable certainty that it is so. Brown v. Cannon, 10 Ill. 182. Compliance with a covenant to convey by a good and sufficient warranty deed, a good title to the land requires the conveyance of a title free from incumbrances. Thompson v. Shoemaker, 68 Ill. 256; Morgan v. Smith, 11 Ill. 194; Brown v. Cannon, 5 Gilm. 174; Carpenter v. Bailey, 17 Wend. 244. A right of dower is an incumbrance, within the terms of that covenant, and it is immaterial whether that right of dower is inchoate or consummate. Russ v. Perry, 49 N. H. 547; Carter v. Denam's Exrs., 3 Zabr. 260; Porter v. Noyer, 2 Greenl. 22; Jones v. GOOD WILL Gardner, 10 J. R. 266; Prescott v. Trueman, 4 Mass. 627; Walker's Admr. v. Deaver, 79 Mo. 664; Bigelow v. Hubbard, 97 Mass. 195; Shearer v. Ranger, 22 Pick. 447; McCord v. Massey, 155 Ill. 125. "Good Title," in a contract for sale of realty, means such a title as will be forced on a purchaser in an action for specific performance, and as would be an answer to an action of ejectment by any claimant. Jeakes v. White, 21 L. J. Ex. 265; 6 Ex. 873. A title to be good should be free from litigation, palpable defects, and grave doubts, should consist of both legal and equitable title, and should be fairly deducible of record. Reynolds v. Borel, 86 Cal. 542, quoting Turner v. McDonald, 76 Cal. 180. The words good title import that the owner has the title, legal and equitable, to all the land, and the words defective title, meaning that the party claiming to own has not the whole title, but some other person has title to a part or portion of the land. Bates v. Howard, 105 Cal. 184, quoting Copertini v. Oppermann, 76 Cal. 186. GOOD WILL. The Supreme Court of this State, in the case of Farwell et al. v. Huling, 132 III. 119, gives the following definition of good will: "The good will of a partnership may be defined as every possible advantage acquired by the firm in carrying on its business, whether connected with premises, or name, or other matter." Glen & Hall Mfg. Co. v. Hall, 61 N. Y. 230. In 2 Lindley on Partnership,* 439, the author says: "The term good will can hardly be said to have any precise signification. It is generally used to denote the benefit arising from connection and reputation; and its value is what can be got for the chance of being able to keep that connection and improve it. Upon the sale of an established business, its good will has a marketable value, whether the business is that of a professional man or of any other person." GOOD WILL In Mechem's Elements of Part., section 87, the author quotes part of the above language from Mr. Lindley, and also the definition of good will as given in Story on Part., and further gives the definition of good will by Lord Eldon, viz., "The good will of a trade is nothing more than the probability that the old customers will resort to the old place," and says that this definition is approved by Mr. Parsons in his work on partnership. In Story on Part., section 99 (7th Ed.), the author says: "Good will may be properly enough described to be the advantage or benefit which is acquired by an establishment beyond the mere value of the capital, stock, funds or property employed therein in consequence of the general public patronage and encouragement which it receives from constant or habitual customers on account of its local position or common celebrity, or reputation for skill or affluence or punctuality or from other accidental circumstances or necessities, or even from ancient partialities or prejudices." Smith v. Gibbs, 44 N. H. 343. The author then proceeds to discuss different instances of the good will of different kinds of partnerships, and says further: "It seems that good will can constitute a part of the partnership effects or interests only in cases of mere commercial business or trades, and not in cases of professional business, which is almost necessarily connected with personal skill and confidence in the particular partner." In Parsons on Part. (3d Ed.), 286, the author says, in speaking of good will and the difficulty of giving a definition thereof, that a distinction has been taken between the interest of a partnership resting on the contracts of the firm with a third party and that which has no such foundation; but the author expresses a doubt as to whether this distinction rests on good authority or good reason. The same author, in this connection, says that the definition of good will above quoted from Lord Eldon, "is an exact statement of the legal meaning of good will." The same author also says that a distinction has GOOD WILL been taken between "the good will of a partnership in trade and that of a professional partnership. Lawyers or physicians may become partners; but the good will attached to such a firm must be considered more as a personal than as a local thing. It is not a probability that the old customers will go to the old place, but to the same persons, wherever they may be." In 1 Collyer on Part., section 117, the author recognizes the same distinction that Mr. Parsons does as to good will resting on contracts of the firm with a third party and that which has no such foundation, and says that founded on special contract "is a commodity on which a valuation may be fixed," but as to the other class, no definite allowance can be made for it in case of the death of one partner, except in connection with the premises where the business was conducted, and the stock in trade. This, the author says, applies solely to a mercantile business. He further says: "In a business of a professional nature, as that of an attorney or apothecary, the good will attaches to the person, rather than to any other subject. Such part of it as is not personal is so small that equity will not regard it as matter of sale, even where the partnership is without articles. It seems clear, therefore, that upon the death of one partner the good will in these cases will survive to the survivor." In 2 Bates on Part., section 668, the author says: "Good will is not strictly applicable to a professional partnership, for its business has no local existence, but is entirely personal, consisting in a confidence in the integrity and ability of the individual." Douthart v. Logan, 86 Ill. App. 309, 310, 311. The good-will of a trade consists merely in the probability that the old customers will continue their patronage of the old place. Branco v. A. C. O'Laughlin Co., 209 Ill. App. 476; Critwell v. Lye, 17 Vesey 346. There must be some material advantages to create a "good will" in any busiThe mere fact that other partners ness. GOOD WILL are willing to continue the business does not give evidence that any good will attaches thereto. Farwell et al. v. Huling, 132 Ill. 112. "'Goodwill,' I apprehend," said Wood V. C. in Churton v. Douglas (Joh. 174, 188) "must mean every advantage-every positive advantage, if I may so express it, as contrasted with the negative advantage of the late partner not carrying on the business himself-that has been acquired by the old firm in carrying on its business, whether connected with the premises in which the business was previously carried on, or with the name of the late firm, or with any other matter carrying with it the benefit of the business." The learned Vice-Chancellor pointed out in this connection that it would be absurd to say that when a large wholesale business is conducted the public are mindful whether it is carried on in Fleet Street or in The Strand. The question, what is meant by "goodwill," is, no doubt, a critical one. Sir George Jessel, discussing in Ginesi V. Cooper (14 Ch. D. 596) the language of Wood V. C. which I have just quoted, said: "Attracting customers to the business is a matter connected with the carrying of it on." It is the connection thus formed, together with the circumstances, whether of habit or otherwise, which tend to make it permanent, that constitutes the goodwill of a business. It is this which constitutes the difference between a business just started, which has no goodwill attached to it, and one which has acquired a goodwill. The former trader has to seek out his customers from among the community as best he can. The latter has a custom ready made. He knows what members of the community are purchasers of the articles in which he deals, and are not attached by custom to any other establishment. Lord Herschell in Trego v. Hunt, [1896] A. C. 17. "The favor which the management of a business has won from the public, and the probability that old customers will continue their patronage." Williams v. Farrand, 88 Mich. 477 (1891) quoting Chittenden v. Witbeck, 50 Mich. 401. The word "goods," within the definition of a bailment, includes every article of movable or tangible property. McCaffrey v. Knapp, etc., Co., 74 Ill. App. 85. The word "goods," as a technical term of the law, is nomen generalissimum, and has a very extensive meaning. In a will, where there is nothing to restrain its operation, it includes all the personal estate of the testator. In a strict sense, as the word is understood in penal statutes, it is limited to movables belonging to the property of some person, which have an intrinsic value, and does not include securities, which are not valuable in themselves, but merely represent value. Keyser v. School District, 35 N. Hamp. 483. "The question, * * *, is whether horses and cattle were goods within the meaning of the section [23 of the Merchant Shipping Act, 1876 (39 & 40 Vict. c. 80) which provides that if any ship carries as deck cargo timber stores or other goods, the tonnage of the space occupied by such goods shall be added to the ship's registered tonnage and dues paid on the whole]. I can see no reason to doubt that they were. * * * * * I am of opinion that the language of § 23 is apt to include such a cargo as horses and cattle." Lord Russell, C. J. in Richmond etc. Steamship Co. v. Trinity House, [1896] 1 Q. B. 497. A dog may be regarded as "goods" within the meaning of a statute giving a magistrate jurisdiction of complaints for detention, at suit of any person claiming to be entitled to "the property or possession of any goods," etc. Reg. v. Slade, 21 Q. B. D. 433. Shares are "goods" within the meaning of a rule by which the court has power to sell goods in a pending action. Evans v. Davies [1893] 2 Ch. 216. Certificates of railway stock are not "goods" within the Factors Act, 5 & 6 V. c. 39. Freeman v. Appleyard, 32 L. J. Ex. 175. GOODS AND CHATTELS GOODS AND CHATTELS. Scope of Expression. The expression "goods and chattels" is a term of very extensive meaning, and is often used to designate personal property of every kind, intangible as well as tangible, as distinguished from real property, and is frequently used in a more limited sense, the precise import depending upon the subject matter and the context. Davis v. Hincke, 264 Ill. 51. These words are synonymous. A bequest of all testator's "goods and chattels❞ "doth pass all his estate, active and passive (except land of inheritance and freehold estates and such things as depend thereon,) as leases for years, gold, silver, plate, household stuff, cattle, corn, debts and the like; and if one devise to J. S. all his 'goods' or his 'chattels,' by either of these is devised as much as by both of them" (Touch, 447). But in such a connection as a bequest of "furniture, goods and chattels," the latter words would pass only such things as are ejusdem generis with "furniture," and would not include jewellery, guns, tricycles and scientific instruments (Manton v. Tabois, 54 L. J. Ch. 1008; 30 Ch. D. 92), still less a sum of money (Gibbs v. Lawrence, 30 L. J. Ch. 170; Lamphier v. Despard, 2 Dr. & War. 59: Timewell v. Perkins, 2 Atk. 103: Roberts v. Kuffin, Ib. 113: Smart v. Bute, 11 Ves. 656). Growing crops, as between exor and heir, or between the exor and remainder-man, and in most other respects, are looked upon as "chattels." Wms. Exs. 713-715; but see Brantom v. Griffits, 45 L. J. C. P. 592. But on the other hand whilst a grant, by deed inter vivos, of all one's "goods and chattels" comprises generally speaking such property as would pass by a similar bequest (Touch. 97); yet such a grant does not comprise leases for years (Portman v. Willis, Cro. Eliz. 386; and see Harrison v. Blackburn, 34 L. J. C. P. 109; 17 C. B. N. S. 678, qualifying Ringer v. Cann, 7 L. J. Ex. 108; 3 M. & W. 343); nor Choses in Action (Touch. 98: Add. T. 422: but would this be so, now that GOODS AND CHATTELS Choses in Action are assignable; "nor things of pleasure, such as hawks, hounds, &c." (Add. T. 422). This last negative is possibly founded, though not so stated, on the dictum at p. 98, Touch.; but Termes de la Ley (Catals) says, that hawks and hounds are not accounted "catals," "for they are feræ naturæ." Equally under deed or will, "goods and chattels" would pass property whether held in severalty or in common (Touch. 98). Though the Touchstone says that "debts" pass by a bequest of "goods and chattels," yet see Hertford v. Lowther, 7 Bea. 1; 13 L. J. Ch. 41, and cases cited in the judgment. "Choses in Action were held to be included in the expression 'goods and chattels' in all the Bankruptcy Acts from the time of James I. downwards," (per Lindley, L. J., Colonial Bank v. Whinney, 55 L. J. Ch. 590, a statement not affected by the reversal of the judgment in that case by the H. L. 56 Ib. 43; 11 App. Ca. 426; 55 L. T. 362; 34 W. R. 705); but the same expression in 13 Eliz. c. 5, s. 1, did not include choses in action. Dundas v. Dutens, 1 Ves. jun. 196. A newspaper has been held to be within "goods and chattels" in a Bankruptcy Act (Re Baldwin, Ex p. Foss, 27 L. J. Bank. 17); so of a trade mark. Ex p. Young, Sebastian, Tr. Mark Ca. 537. "Goods and chattels," 13 Eliz. c. 5, "are words of very extensive signification, and undoubtedly comprise both property tangible, and property which is not tangible." Per Turner, L. J., Re Baldwin, 27 L. J. Bank. 22; 2 D. G. & J. 230. "By the Common Law, no estate of inheritance or freehold is comprehended under these words bona or catalla." Co. Litt. 118 b. Frauds and Perjuries Act. Section 7 of the Frauds and Perjuries Act, relating to pretended loans of "goods and chattels," refers, by the quoted expression, to visible and tangible articles of personal property of which actual possession may be had and delivered, and does not include choses in action incapable of delivery, promissory notes or other |