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Beware of using a non-competition or non-solicitation covenant taken from a third party contract: (1) Pitl v. Grégoire (2018) QCCA 1879  

A 25 year old dentist, fresh from university, used a standard contract prepared by the Quebec Association of Dental Surgeons to govern her association with a clinic in Quebec City. It contained a non-competition covenant preventing her from being associated with any competing clinic after her departure located within a 4 km radius. She left and joined a clinic located 2.8 km from her previous clinic. Injunctive proceedings ensued to stop her.

The Court of appeal confirmed the trial judge’s decision that the non-competition covenant was null. The employer has the burden of proving that the covenant is reasonable. To be reasonable, the covenant must serve to protect legitimate business interests. Here, the 4 km radius was excessive and never intended to protect such valid interests. If one of the 3 criteria (term, scope of restricted acts and geographical radius) for the validity of such a clause is missing, the whole covenant fails.

The non-solicitation covenant also failed because it did not have a set term. One cannot stop someone from ever soliciting. This is against public order.

This publication is of a general nature, is as of the date indicated and is not intended to constitute an opinion or legal advice.  The facts and circumstances of your particular situation should be specifically identified and addressed before appropriate legal advice may be given.