Non-Solicitation — Ontario Employment Law
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About Non-Solicitation
In Ontario employment law, non-solicitation refers to the obligation of a departing worker not to actively pursue, invite, or encourage their former employer's clients, customers, or employees to follow them to a new business. Unlike a non-competition restriction—which attempts to block someone from working in a specific industry or geographic area entirely—non-solicitation generally allows an individual to compete in the same market, provided they do not cannibalize their former employer's established relationships.
A central issue in non-solicitation cases is the distinction between 'soliciting' and 'accepting' business. Under Ontario common law, solicitation requires an active step or an 'ask.' If a former client discovers you have changed companies and independently decides to move their business to you without any prompting, this is typically viewed as accepting business rather than soliciting. However, the line between a simple professional social media update and a targeted marketing push can be remarkably thin, and courts scrutinize the nature of the communication carefully.
While many employees are only bound by non-solicitation if they signed a specific written agreement (a restrictive covenant), special rules apply to 'fiduciary' employees. Senior executives, directors, or key managerial staff who possess critical influence over the company's relationships owe a common law fiduciary duty to their employer. In Ontario, courts have consistently ruled that fiduciaries are prohibited from soliciting their former employer's clients or staff for a reasonable period after resignation, even if they never signed a formal non-solicitation contract.
When employers suspect non-solicitation obligations have been breached, they often take swift legal action. They may seek an 'interlocutory injunction'—a temporary court order demanding the immediate halt of the solicitation until a full trial can happen. If a court determines that wrongful solicitation occurred, the departing employee (and potentially their new employer) can be forced to pay damages, which are frequently calculated based on the lost profits resulting from the poached clients or staff.
Because the boundaries of acceptable post-employment conduct depend heavily on your former role, the industry norms, and how courts interpret the specifics of your departure, it is always recommended to have an employment lawyer review your situation before you reach out to former business contacts.
Frequently Asked Questions
What is the exact difference between non-solicitation and non-competition?
Non-competition aims to prevent you from working in the same industry or geographic area as your former employer. Non-solicitation allows you to work for a competitor or start a competing business, but restricts you from actively targeting your former employer's existing clients, customers, or staff.
Can I work with a former client if they contact me first?
Generally, yes. If a client reaches out to you completely unprompted and you did not actively encourage them to leave your former employer, courts usually consider this 'accepting' business rather than 'soliciting'. However, different rules may apply if you owe fiduciary duties or if your contract includes a specific 'non-dealing' restriction.
Am I bound by non-solicitation if I never signed a contract?
Most standard employees are not bound unless they signed an agreement. However, if you were a senior executive, director, or key managerial employee, you likely owe 'fiduciary duties' under common law, which automatically prohibit you from soliciting former clients or staff for a reasonable period after you leave.
Is it considered solicitation to announce my new job on LinkedIn?
A general, public profile update or broad post announcing your new employment is usually acceptable and not viewed as direct solicitation. However, sending direct, personalized messages to former clients or colleagues via LinkedIn can cross the line into active solicitation.
Does non-solicitation apply to poaching my former coworkers?
Yes, many non-solicitation obligations include a ban on soliciting employees. This means you cannot actively recruit, offer jobs to, or encourage your former colleagues to resign and join your new venture.
How quickly can my former employer sue me if they think I'm poaching clients?
Employers can act immediately by applying for an interlocutory injunction to stop your activities pending a trial. If you receive a cease-and-desist letter or notice of an injunction, you should consult an Ontario employment lawyer without delay, as strict court deadlines will apply.
Common Scenarios
- A departing sales representative starts a new job and immediately emails their top 15 client accounts from their previous employer, offering them a 10% discount to switch vendors.
- A former IT director starts an independent consulting firm. Even though they had no written contract, a court rules they cannot pursue their former employer's key accounts because their senior role made them a fiduciary.
- A popular hairstylist leaves a salon and posts a public Facebook status announcing their new location. Several clients see the post and book appointments independently without the stylist asking them to switch.
- A senior manager resigns to start a competing agency and privately texts three of their former top-performing subordinates, promising them higher salaries if they leave and join the new company.
What You Should Know
- Do not take, email to yourself, or download any client lists, contact databases, or business cards when you resign, as this creates a strong legal presumption that you intend to solicit.
- If a former client initiates contact with you, maintain a clear paper trail (like an email) showing that they reached out entirely unprompted.
- Be highly cautious with digital networking platforms; stick to general broadcast announcements rather than individually messaging contacts you met through your former employer.
- Before launching a competing venture or hiring former colleagues, sit down with an Ontario employment lawyer to clarify whether your past seniority imposes unwritten fiduciary duties upon you.
Featured Cases
Bellwether Investment Management Inc. v. Harbourfront Wealth Management Inc.
2026 ONSC 3622 (CanLII) · 2026-05-19Enforceability of Non-Compete & Non-Solicit Clauses
This interlocutory proceeding addresses the enforceability of non-solicitation and non-competition clauses in an employment agreement. The court found a strong prima facie case that the defendant breached these restrictive covenants by soliciting clients and employees, leading to the issuance of an injunction. Additionally, a show cause hearing was ordered regarding alleged contempt of court for violating the interim injunction.
1000264228 Ontario Incorporated, et al v. K.
2024 ONSC 4518 (CanLII) · 2024-01-08Enforcement of Non-Competition Covenants
This case involves a dispute over non-competition and non-solicitation covenants, likely arising from an employment or executive relationship. The plaintiff sought an injunction to enforce these restrictive covenants against the defendant, alleging breach of contract.
Salina Chagpar Professional Corporation v J.
2023 ONSC 3153 (CanLII) · 2023-05-26Enforceability of Non-Solicitation Clauses in Employment
This is an interlocutory motion for injunctive relief regarding the enforceability of non-solicitation and confidentiality clauses in an employment contract. The plaintiff sought to prevent a former employee from soliciting clients and disclosing confidential information pending trial. The court granted the injunction, upholding the restrictive covenants as enforceable and finding that the plaintiff demonstrated irreparable harm.
PureFacts Financial Solutions Inc.et al. v. C. et al.
2022 ONSC 961 (CanLII) · 2022-02-10Non-Solicitation Enforceability: RFP Response Case
This case concerns a judicial review of an arbitration award regarding former employees and the enforceability of restrictive covenants. The court addressed whether responding to a Request for Proposals (RFP) constituted a breach of non-solicitation clauses and whether the use of limited proprietary information amounted to a breach of confidence. The arbitrator had found the non-solicitation clause overly broad and unenforceable, and the court reviewed whether this application of the legal test constituted an error of law.
M.B. v. Gale Partners LP
2020 ONSC 6616 (CanLII) · 2020-12-31Employment Contract: Non-Solicitation Covenant Dispute
This is a civil procedure motion regarding the enforceability of a non-solicitation agreement within an employment contract. The case involves a Rule 20.04(3) motion, likely seeking summary judgment on the validity of the restrictive covenant.
The Select Group of Canada Inc. v. H.
2019 ONSC 2860 (CanLII) · 2019-05-07Enforceability of Employment Restrictive Covenants
This interlocutory proceeding addresses whether restrictive covenants in an employment agreement, signed after a conditional offer, were valid and enforceable. The court applied the RJR-MacDonald test for interlocutory injunctions, finding a strong prima facie case that the defendant breached non-solicitation and confidentiality obligations, and determined that irreparable harm justified granting an injunction.
Stress-Crete Limited v. H.
2019 ONSC 2773 (CanLII) · 2019-05-06Enforcement of Employment Restrictive Covenants
This is an interlocutory proceeding regarding the enforcement of restrictive covenants in an employment agreement. The court applied the RJR-MacDonald test to determine if injunctive relief was warranted against a former employee who joined a competitor, analyzing the reasonableness of non-solicitation and confidentiality clauses under Shafron v. KRG Insurance Brokers.
Planet Paper Box Group Inc.v. McEwan
2018 ONSC 6991 (CanLII) · 2018-11-22Enforceability of Non-Solicitation Clauses & Ex Parte Injunctions
This case concerns an employer's application for an interim injunction to enforce restrictive covenants against a former employee accused of soliciting clients and disclosing confidential information. The court examined whether the non-solicitation and confidentiality clauses were enforceable, considering public policy and the balance between protecting business interests and the employee's right to earn a livelihood. Additionally, the court addressed procedural issues regarding the ex parte nature of the motion, the adequacy of notice, and the admissibility of affidavit evidence based on anonymous sources.
MD Physician Services Inc. v. W.
2018 ONCA 440 (CanLII) · 2018-05-09Non-Solicitation Clause Enforceability Appeal
This is an appeal regarding the enforceability of non-solicitation clauses in employment contracts and the vicarious liability of a new employer. The Court of Appeal for Ontario reviewed whether the trial judge correctly found that former employees breached their contracts by soliciting former clients and whether the new employer was liable for those breaches.
Jardine Lloyd Thompson Canada Inc. v. T.P.
2018 ONSC 444 (CanLII) · 2018-01-18Employment Costs: Discovery Refusals & Restrictive Covenants
This is a costs ruling arising from a motion to compel answers to discovery questions in a dispute involving alleged breaches of fiduciary duties and restrictive covenants by former employees. The plaintiff admitted to having no evidence of solicitation or misuse of confidential information, leading the court to find the discovery refusals justified. The defendants were awarded costs for successfully opposing the motion.
Titanium Logistics Inc. v. B.S.D. Linehaul Inc.
2017 ONSC 7526 (CanLII) · 2017-12-15Enforceability of Non-Solicitation Clause in Employment
This interlocutory proceeding addressed the enforceability of a non-solicitation clause in an employment agreement and whether the defendant, a commissioned salesperson, owed fiduciary duties to the employer. The court found the non-solicitation clause enforceable for interim purposes and determined there was a prima facie breach, while noting that the balance of convenience favoured the plaintiff despite insufficient evidence of irreparable harm.
Downtown Kids Academy Inc. v. Z.
2017 ONSC 5045 (CanLII) · 2017-08-25Non-Solicitation: Interim Injunction Dismissed for Lack of Harm
This is an interlocutory proceeding where the former employer sought an interim injunction to enforce a non-solicitation clause against a former employee who launched a competing business. The court applied the RJR-MacDonald test, focusing on whether the applicant demonstrated irreparable harm and if the balance of convenience favored the injunction. The application was dismissed because the evidence of irreparable harm was found to be speculative rather than clear.
MD Physician Services Inc. v. W.
2017 ONSC 2772 (CanLII) · 2017-07-21Non-Solicitation Agreement Interpretation
This case concerns the legal interpretation of a non-solicitation agreement between MD Physician Services Inc. and W. The primary issue is determining the scope and enforceability of the restrictive covenant within the context of their professional relationship.
2158124 Ontario Inc. v P.
2017 ONSC 411 (CanLII) · 2017-01-27Enforceability of Non-Solicitation Clauses: Interlocutory Injunction
This interlocutory proceeding addresses whether an injunction should be granted to enforce non-solicitation and confidentiality clauses against a former employee who allegedly solicited clients and used confidential information. The court applied the RJR-MacDonald test, examining whether the plaintiff demonstrated irreparable harm and whether the balance of convenience favored the employer.
Donaldson Travel Inc. v. M.
2016 ONCA 649 (CanLII) · 2016-08-30Appeal Dismissed: Restrictive Covenants Unenforceable
This is an appeal to the Court of Appeal from a motion judge's summary judgment decision concerning restrictive covenants and confidential information. The employer sued a former travel agent and her new employer for breach of contract and misappropriation. The motion judge dismissed the employer's claims, finding the restrictive covenant to be an unenforceable non-competition clause and finding no misappropriation of confidential information. The Court of Appeal agreed, holding that the contract's prohibition on accepting business restricted competition and was unreasonable as it lacked a temporal limitation. The employer's appeal was dismissed.
Benson Kearley & Associates Insurance Brokers Ltd., v. J.V.
2016 ONSC 4290 (CanLII) · 2016-06-28Enforceability of Non-Solicitation Clauses in Employment
This is an interlocutory proceeding concerning the enforceability of non-solicitation clauses in employment agreements. The court applied the RJR MacDonald test for injunctive relief, examining whether the plaintiff demonstrated a strong prima facie case, irreparable harm, and the balance of convenience. The analysis focused on the higher scrutiny applied to restrictive covenants in employment contracts, balancing the employer's proprietary interests against the employee's right to work, and considered issues of fiduciary duty and confidential information.
Accreditation Canada International v G.
2016 ONSC 3595 (CanLII) · 2016-06-01Interlocutory Injunction: Non-Solicitation & Fiduciary Duties
This interlocutory proceeding involves Accreditation Canada International seeking an injunction against former employees accused of breaching non-solicitation and confidentiality agreements and violating fiduciary duties. The court applied the R.J.R. Macdonald framework to determine if the plaintiffs demonstrated a strong prima facie case, irreparable harm, and that the balance of convenience favored granting the injunction.
FLS Transportation Services Inc. v Charger Logistics Inc.
2016 ONSC 3652 (CanLII) · 2016-06-01Enforceability of Employment Non-Solicitation Clauses
This is an interlocutory proceeding where the plaintiff sought an interim injunction to enforce restrictive covenants against former employees who resigned and joined a competitor. The court dismissed the motion, finding the plaintiff failed to establish a strong prima facie case of breach, failed to demonstrate irreparable harm, and did not approach the court with clean hands.
DONALDSON TRAVEL INC. v M. et al
2016 ONSC 740 (CanLII) · 2016-02-05Enforceability of Non-Compete Clauses in Employment
This is a summary judgment motion concerning the enforceability of restrictive covenants in an employment agreement. The court examined whether non-competition and non-solicitation clauses prohibiting the former employee from soliciting clients were reasonable, finding them overly broad and unenforceable. Consequently, claims for breach of contract, inducing breach of contract, and breach of confidence were dismissed as no genuine issues required a trial.
Computer Enhancement v J.C. Options, et al
2016 ONSC 452 (CanLII) · 2016-01-22Fiduciary Duties & Non-Solicitation: Key Employee Case
This case addresses the fiduciary duties and restrictive covenants owed by key employees after resignation. The court determined that Jason Reia owed a fiduciary duty for a two-week post-resignation period and found breaches of duties not to compete or solicit customers. While a non-competition agreement was found unenforceable due to lack of consideration, a non-solicitation clause was enforced, resulting in damages calculated via a restitutionary approach.