Non-solicitation clauses are a common feature of employment contracts in Ontario, but their enforceability, especially after employment ends, is often misunderstood. While employers may rely on these clauses to restrict former employees from contacting clients, customers, or coworkers, courts apply scrutiny to ensure the restrictions are reasonable and supported by evidence.
In practice, disputes over non-solicitation clauses frequently arise when an employee leaves to join a competitor. Employers may attempt to stop the employee from starting the new role altogether by seeking a court injunction, even before any actual harm has occurred. However, as recent case law confirms, obtaining this kind of pre-emptive relief is difficult and requires clear proof of improper solicitation, not mere suspicion or competition.
This article explains how non-solicitation clauses work, when they are enforceable in Ontario, and what a recent court decision reveals about the limits of employer enforcement efforts.
Are non-solicitation clauses enforceable in Ontario?
Yes. Non-solicitation clauses are generally enforceable in Ontario, provided they are reasonable in scope, duration, and geographic reach. Employers seeking to enforce these clauses, especially through injunctions, must meet a high evidentiary threshold and show actual or imminent solicitation, not mere competition or client notification.
Can an employer stop a former employee from joining a competitor?
Usually no. A non-solicitation clause restricts solicitation, not competition. Ontario courts will not prevent a former employee from working for a competitor unless there is strong evidence that the employee is actively soliciting clients in breach of the contract.
What Is a Non-Solicitation Clause?
Employment contracts will generally contain the important information about the working relationship: compensation, duties, entitlements, termination provisions, confidentiality, and so forth. However, many employment contracts also contain what are called restrictive covenants, meaning that they prohibit the employee from doing certain things during or even after their employment.
A common restrictive covenant is a non-solicitation clause, which prohibits the employee from soliciting clients, customers, and employees of the employer for a period of time after their employment ends. For most employees, this means that if they breach this provision, the employer could sue for whatever damages it is able to prove resulted from this breach.
Why Employers Seek Injunctions?
Many employers often want the option to act before they suffer any damages that they would later have to prove. Consequently, they will insert into the non-solicitation provision a term that allows them to ask a court to pre-emptively prohibit the employee from doing something that may cause them to breach the provision, such as joining a competitor. If the employee takes steps that the employer deems counter to the non-solicitation provision, they will often seek an injunction from the courts to stop the previous employee from acting or continuing to act in a manner they deem will harm their business.
Are Non-Solicitation Clauses enforceable in Ontario?
Non-solicitation clauses are generally enforceable in Ontario, though courts have established that they must be reasonable in terms of the time and scope of their restrictions.
What Garbage King Inc. v. Voth Teaches Employers and Employees
Employers seeking an injunction have to meet a high threshold at court, as one Alberta employer recently discovered.
In Garbage King Inc. v. Voth, 2025 ABKB 661, the court considered whether a former managing partner could be restrained from working for another company based on alleged solicitation. Although the individual owed fiduciary duties to his former employer, the court found insufficient evidence that he had solicited clients. Merely informing clients of a change in employment did not amount to solicitation. As a result, the employer failed to meet the high evidentiary burden required to obtain an injunction.
Frequently Asked Questions About Non-Solicitation Clauses in Ontario
Are non-solicitation clauses enforceable in Ontario?
Yes. Non-solicitation clauses are generally enforceable in Ontario if they are reasonable in duration, scope, and the activities they restrict. Courts closely scrutinize these clauses to ensure they do not go beyond what is necessary to protect legitimate business interests.
Can an employer stop a former employee from joining a competitor?
In most cases, no. A non-solicitation clause restricts solicitation, not competition. Ontario courts will not prevent a former employee from working for a competitor unless there is clear evidence of actual or imminent solicitation in breach of the contract.
Is telling clients where I now work considered solicitation?
Generally not. Courts distinguish between notifying clients of a change in employment and actively encouraging them to move their business. Simply advising clients that you have joined a new company does not usually amount to solicitation.
Can an employer obtain an injunction before any damage occurs?
Yes, but it is difficult. Employers seeking an injunction must meet a high evidentiary threshold and show a real risk of improper solicitation. Courts will not grant injunctions based on speculation or fear of future competition.
Key Takeaways on Non-Solicitation Clauses in Ontario
- Non-solicitation clauses are generally enforceable in Ontario, but only if they are reasonable and narrowly drafted.
- These clauses restrict solicitation, not the right to compete or change jobs.
- Employers face a high burden when seeking injunctions, especially before any actual harm has occurred.
- Courts require clear evidence of solicitation; merely informing clients of a new role is usually not enough.
- The enforceability of restrictive covenants depends heavily on the specific facts and contract wording.
How Whitten and Lublin Can Help?
Restrictive covenants such as non-solicitation clauses are common, but their enforceability depends heavily on the wording of the contract and the specific facts of the case. As this decision shows, employers face a high burden when seeking to restrict a former employee’s ability to work, particularly through injunctions.
Why this matters in Ontario:
Whitten & Lublin is a Toronto-based employment law firm with extensive experience advising and litigating restrictive covenant disputes in Ontario. The firm regularly acts for both employees and employers in cases involving non-solicitation clauses, injunctions, and post-employment obligations under Ontario employment law.
If you are an employee facing allegations of solicitation, or an employer seeking advice on enforcing a restrictive covenant, Whitten & Lublin can help you assess your rights and risks. Contact us online or by phone at (416) 640-2667 for experienced employment law advice.
