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Introduction to Non-Competition Agreements  

Definition and Purpose  

Explanation of non-competition agreements  

Importance in protecting business interests  

Overview of Legal Framework  

Relevant laws and regulations  

Variations by jurisdiction  

Landmark Cases in Non-Competition Agreements  

Key Case Studies  

Harris*  

Facts of the case  

Court's ruling and implications  

Dunkin’ Donuts*  

Overview of the dispute  

Significance of the ruling for future agreements  

Analysis of Trends  

Shifts in judicial attitudes toward non-compete clauses  

Impact of industry-specific considerations  

Legal Implications of Non-Competition Agreements  

Enforceability and Limitations  

Criteria for enforceability  

Common pitfalls and challenges  

Balancing Interests  

employee rights  

Public policy considerations  

Future Directions  

Emerging trends and legislative changes  

Recommendations for drafting effective agreements  

Understanding Non-Competition Agreements: Landmark Cases and Their Legal Implications  

Based on the retrieved information, here is a summary of 15 leading cases on non-competition agreements, including facts, legal issues raised, and outcomes:

1. Elsley v. J.G. Collins Insurance Agencies Ltd., 1978 CanLII 7 (SCC)
Facts: Elsley sold his insurance business to Collins and agreed to a non-competition clause.
Issues: Enforceability of restrictive covenants in commercial contexts.
Outcome: Supreme Court established the test for determining the enforceability of restrictive covenants, considering the employer's proprietary interest, reasonableness between parties, and public interest.

2. Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6
Facts: Shafron's employment contract included a non-competition clause with ambiguous geographical limits.
Issues: Ambiguity in restrictive covenants and the doctrine of notional severance.
Outcome: Supreme Court held that ambiguous restrictive covenants are prima facie unenforceable and rejected the use of notional severance to save them.

3. H.L. Staebler Company Limited v. Allan, 2008 ONCA 576
Facts: Insurance broker left employer and took clients.
Issues: Distinction between non-competition and non-solicitation clauses.
Outcome: Ontario Court of Appeal held that non-solicitation clauses are more likely to be enforceable than non-competition clauses.

4. Payette v. Guay Inc., 2013 SCC 45
Facts: Payette sold his crane rental business and agreed to work for the purchaser with non-competition and non-solicitation clauses.
Issues: Enforceability of restrictive covenants in commercial contexts vs. employment contexts.
Outcome: Supreme Court held that restrictive covenants in commercial agreements should be interpreted more flexibly than those in employment contracts.

5. Mason v. Chem-Trend Limited Partnership (mentioned in Benson Kearley & Associates Insurance Brokers Ltd. v. Jeffrey Valerio, 2016 ONSC 4290)
Facts: Employee left company and was bound by non-solicitation agreement.
Issues: Enforceability of overly broad non-solicitation clauses.
Outcome: Ontario Court of Appeal found that overly broad non-solicitation clauses that effectively amount to non-competition clauses are unreasonable and unenforceable.

6. Jones v. Gerosa, 2016 ABQB 207
Facts: Employee left company and was bound by restrictive covenant.
Issues: Application of the "duck test" to determine if a clause is effectively a restrictive covenant.
Outcome: Court discussed how to determine if a clause functions as a restrictive covenant, even if not explicitly labeled as such.

7. Rhebergen v. Creston Veterinary Clinic Ltd., 2014 BCCA 97
Facts: Veterinarian left clinic and was subject to a clause requiring payment if practicing within 25 miles.
Issues: Whether a payment clause can function as a non-competition agreement.
Outcome: BC Court of Appeal held that clauses requiring payment to compete could be enforceable if reasonable.

8. Lyons v. Multari, 2000 CanLII 16851 (ON CA)
Facts: Dental surgeon left practice and opened competing practice nearby.
Issues: Whether a non-solicitation clause would suffice instead of a non-competition clause.
Outcome: Ontario Court of Appeal held that a non-solicitation clause would have been sufficient to protect the employer's interests.

9. KRG Insurance v. Shafron, 2009 SCC 6
Facts: Insurance salesman's contract included ambiguous geographical restriction.
Issues: Ambiguity in restrictive covenants.
Outcome: Supreme Court held that ambiguous restrictive covenants are prima facie unenforceable.

10. Valley First Financial Services Ltd. v Trach, 2004 BCCA 312
Facts: Financial advisor left company and was bound by non-competition clause.
Issues: Overbreadth of non-competition clause.
Outcome: BC Court of Appeal found the clause unenforceable as it restricted competition in areas not offered by the former employer.

11. Tervita Corporation v. Commissioner of Competition, 2012 FCA 223
Facts: Tervita acquired Complete Environmental, including its Babkirk landfill site.
Issues: Whether the acquisition prevented competition substantially in the market for hazardous waste disposal.
Outcome: Federal Court of Appeal granted a stay of the Competition Tribunal's divestiture order pending appeal.

12. Toronto Real Estate Board v. Commissioner of Competition, 2017 FCA 236
Facts: TREB restricted how its members could provide information from the MLS system to customers.
Issues: Whether TREB's restrictions on use of MLS data constituted an abuse of dominance under the Competition Act.
Outcome: Federal Court of Appeal upheld the Competition Tribunal's finding that TREB's restrictions substantially prevented competition.

13. Watson v. Bank of America Corporation, 2015 BCCA 362
Facts: Class action alleging conspiracy among credit card companies and banks to fix interchange fees.
Issues: Pleading requirements for conspiracy under the Competition Act.
Outcome: BC Court of Appeal clarified pleading requirements for competition law claims.

14. Nine-North Logistics Inc. v. Atkinson, 2014 ONSC 7243
Facts: Dispute over non-competition clause in share purchase agreement.
Issues: Interpretation and enforcement of non-competition clause.
Outcome: Ontario Superior Court considered the scope and enforceability of the non-competition clause in the context of a share purchase agreement.

15. Commissioner of Competition v. Toronto Real Estate Board, 2014 FCA 29
Facts: Commissioner alleged TREB's restrictions on MLS data use by its members was anti-competitive.
Issues: Interpretation of "anti-competitive act" under the Competition Act.
Outcome: Federal Court of Appeal clarified that anti-competitive acts are not limited to those committed by competitors in the same market.

These cases collectively establish principles for interpreting and enforcing non-competition agreements in various contexts across Canadian jurisdictions.


In an increasingly competitive business landscape, the use of non-competition agreements has become a critical component of strategic human resource and legal management. These contracts serve as a tool for businesses to protect their proprietary information, trade secrets, and market position against potential competition from former employees. As organizations seek to safeguard their interests, understanding the nuances of non-competition agreements is essential for legal practitioners, business owners, and employees alike. The implications of these agreements extend far beyond the contractual relationship between employer and employee; they touch upon broader themes of economic freedom, public policy, and the evolving nature of work in the modern economy.

This course delves into the complexities of non-competition agreements, examining landmark cases that have shaped the legal landscape surrounding their enforceability and application. By analyzing significant rulings and their implications, participants will gain insight into the judicial attitudes that influence the interpretation of these contracts across various jurisdictions. Furthermore, the course will highlight the importance of navigating the delicate balance between protecting business interests and safeguarding employee rights, emphasizing the need for well-drafted agreements that comply with relevant laws and regulations. As the legal framework surrounding non-competition agreements continues to evolve, understanding these dynamics will equip participants with the knowledge necessary to navigate the challenges and opportunities presented by these critical legal instruments.