The sale of personal goodwill, as an asset separate from corporateowned goodwill, should withstand challenge. The sale of a company is not the only time when personal goodwill may come into play.An APA is a legallybinding contract between a buyer and seller that finalizes the terms and conditions of an acquisition. A 338(h)(10) is a tax election for a qualified stock purchase (QSP), which recharacterizes a stock purchase as an asset purchase for federal tax purposes.