Reasonableness — Ontario Employment Law
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About Reasonableness
In Ontario employment law, 'reasonableness' is the foundational legal standard used by courts to balance an employer's right to protect its legitimate business interests with an employee's fundamental right to earn a living. While the term appears across various areas of law, it is most fiercely contested when dealing with the enforceability of post-employment restrictions, such as non-solicitation or confidentiality clauses.
Historically, the law views any contractual term that restricts someone's ability to trade or work as void against public policy. To overcome this presumption, an employer must prove that the restriction is strictly 'reasonable' between the parties and in the public interest. When a judge evaluates reasonableness in an employment contract, they look closely at three main factors: the temporal length of the restriction (how long it lasts), the geographic scope (the physical area it covers), and the overall breadth of the restricted activities.
Importantly, the standard for reasonableness in employment relationships is much stricter than in commercial disputes (such as the sale of a business). This is because courts recognize the inherent power imbalance between employers and workers at the time of hiring. If a non-solicitation clause attempts to prevent a former worker from contacting clients they never actually interacted with, or if it lasts for an excessive duration, a court will likely deem it unreasonable.
It is also crucial to note how current Ontario legislation interacts with this common law concept. For example, under recent amendments to the Employment Standards Act, 2000 (ESA), most non-competition agreements entered into after October 2021 are outright prohibited for standard employees, completely bypassing the 'reasonableness' test. However, for allowable exceptions (like C-suite executives) and for non-solicitation clauses, the strict test of reasonableness remains actively enforced. Because assessing what a judge might consider appropriate or excessive is entirely dependent on the specific facts of your role, industry, and contract, consulting with a qualified legal professional is the most reliable way to determine if a clause is legally binding.
Frequently Asked Questions
How do Ontario courts decide if a non-solicitation clause is reasonable?
Courts assess reasonableness by examining whether the clause goes further than necessary to protect the employer's legitimate proprietary interests (like client relationships or goodwill). They will look at the duration of the restriction, the specific industry norms, and whether the clause is limited only to clients the employee actually interacted with.
If my contract has an unreasonable clause, will a judge just rewrite it to make it fair?
No. In Canadian employment law, courts generally reject 'notional severance' or the 'blue-pencil rule'—meaning they will not rewrite or fix an overly broad, unreasonable clause to make it legal. If a restrictive covenant is found to be unreasonable, it is typically struck down entirely.
What is considered a 'reasonable' time limit for a post-employment restriction?
There is no rigid maximum limit, but timeframes must closely align with how long it would realistically take the employer to secure their client base after an employee leaves. In standard employment scenarios, restrictions lasting 6 to 12 months are common, whereas anything extending beyond two years is heavily scrutinized.
Does my seniority level impact what is considered a reasonable restriction?
Yes, absolutely. Courts are generally more willing to enforce restrictive covenants against senior-level executives, directors, or fiduciaries, as they typically possess highly sensitive proprietary information and hold greater influence over the company's client base compared to junior staff.
Can I simply ignore a restriction if I honestly believe it is unreasonable?
Doing so carries significant financial risk. If your former employer disagrees, they could pursue an interlocutory injunction to legally halt your new employment activities while the dispute proceeds through the courts. It is far safer to have an employment lawyer assess the clause before you take conflicting actions.
How did the ESA changes affect the reasonableness test for non-competes?
As of late 2021, the ESA prohibits most new non-competition agreements entirely. For the vast majority of workers, these clauses are void by statute regardless of whether they might have been considered 'reasonable' under the old common law test. The reasonableness test now primarily applies to allowable exceptions (like executives) and non-solicitation agreements.
Common Scenarios
- A software salesperson signs a non-solicitation agreement barring them from contacting any of the company's 10,000 global clients. Upon leaving, a court finds this unreasonable because the salesperson only ever interacted with 50 specific clients in the Ontario region.
- A senior partner leaves a chartered accounting firm and challenges a restrictive covenant that prevents them from practicing anywhere in the province for five years. The court rules this geographic scope and duration are highly unreasonable restraints of trade and strikes the clause down.
- A dental surgeon's professional agreement restricts them from opening a competing clinic within a tight three-kilometer radius of their former clinic for one year. Because this is narrowly tailored to protect local goodwill without effectively stopping the dentist from working elsewhere, the restriction is upheld as perfectly reasonable.
What You Should Know
- Do not assume that every clause printed in an official employment contract is automatically binding; many restrictions fail the legal test of reasonableness once challenged.
- Look out for ambiguity—if the wording of a restrictive covenant is vague or unclear about what activities are actually prohibited, Ontario courts will typically deem it unreasonable and unenforceable.
- Before resigning to join a competitor or start your own business, bring your employment contract to a lawyer to get an objective legal opinion on the reasonableness of your post-employment obligations.
- If you are an employer, tailor restrictive covenants specifically to the seniority, access, and actual duties of the individual employee, rather than relying on an excessively broad, generic template.
Featured Cases
D. v. Human Rights Tribunal of Ontario, et al
2026 ONSC 1918 (CanLII) · 2026-04-21HRTO Judicial Review: Procedural Fairness and Reasonableness
This is a judicial review of a Human Rights Tribunal of Ontario decision regarding procedural fairness and reasonableness. The Divisional Court found that the Tribunal breached procedural fairness by conflating hearings and failed to provide intelligible reasons, leading to the setting aside of the Tribunal's decisions and remitting the matter.
T. v. Ontario Labour Relations Board
2026 ONSC 1794 (CanLII) · 2026-04-14Judicial Review of OLRB Decision Dismissed
This is a judicial review of a decision by the Ontario Labour Relations Board (OLRB). The Divisional Court dismissed the application for judicial review, finding that the OLRB's reasons were coherent and reasonable under the Vavilov standard, and that its findings regarding collateral attack, abuse of process, and delay were justified.
United Association of Canada v. Labourers' International Union of North America, Local 1059
2026 ONSC 18 (CanLII) · 2026-01-02Judicial Review: Union Jurisdictional Dispute
This is a judicial review application concerning a jurisdictional dispute between two trade unions regarding work assignments in the construction sector. The Divisional Court examined whether the Labour Relations Board reasonably applied its traditional factors under the Labour Relations Act, 1995, specifically regarding the relevance of safety legislation and area practice.
Thomas Cavanagh Construction Limited v. International Union of Operating Engineers, Local 793
2025 ONSC 6590 (CanLII) · 2025-11-27Judicial Review: LRB Certification of Working Forepersons
This is a judicial review of the Ontario Labour Relations Board's decisions certifying a union bargaining unit and determining the inclusion of working forepersons. The Divisional Court reviewed whether the Board's application of the 'majority-of-time' test and its factual findings met the standard of reasonableness under Vavilov.
F. v. Hub International Limited
2025 ONSC 7370 (CanLII) · 2025-06-05Employment Costs Ruling: $30,000 Award
This is a costs ruling in an employment law proceeding where the court determined the appropriate amount of costs to be awarded to the successful party. The court applied principles of fairness, reasonableness, and indemnity under s. 131 of the Courts of Justice Act and r. 57.01, considering the complexity of the issues and the reasonable expectations of the unsuccessful party. The court reduced the claimed costs, finding the hours disproportionate to the limited complexity and stakes, and fixed the award at $30,000 all inclusive.
W. v. Workplace Safety and Insurance Appeals Tribunal
2025 ONSC 1673 (CanLII) · 2025-03-18Judicial Review: WSIA Tribunal Decision Upheld
This is a judicial review application concerning the Workplace Safety and Insurance Appeals Tribunal's decisions on loss of earnings benefits for a workplace injury. The Divisional Court reviewed the Tribunal's interpretation of the Workplace Safety and Insurance Act, 1997, specifically regarding Labour Market Re-entry plans and the exclusion of non-compensable conditions, applying the reasonableness standard.
G. v. Ontario (Workplace Safety and Insurance Appeals Tribunal)
2025 ONSC 40 (CanLII) · 2025-01-08Judicial Review: WSIAT Denies Extension of Time
This is a judicial review of a Workplace Safety and Insurance Appeals Tribunal decision that denied an extension of time to appeal. The Divisional Court applied the reasonableness standard under Vavilov to determine whether the Tribunal reasonably assessed factors such as diligence, prejudice, and the applicant's vulnerability as a migrant worker. The Court upheld the Tribunal's decision as reasonable.
M. v. Ontario Labour Relations Board
2024 ONSC 5048 (CanLII) · 2024-09-11Judicial Review: LRD Dismissal for Delay
The Divisional Court dismissed an application for judicial review of the Ontario Labour Relations Board's decision to dismiss a duty of fair representation application due to lengthy delay. The Court upheld the Board's exercise of discretion, finding that the delay was presumptively prejudicial and that the Board's approach to case management was reasonable.
R. v. Greater Sudbury (City)
2024 ONSC 3959 (CanLII) · 2024-08-23An appeal concerning a provincial offence prosecution under the Occupational Health and Safety Act, focusing on the burden of proof and the standard of reasonableness required for compliance.
T.A. v. Ontario
2024 ONSC 4580 (CanLII) · 2024-08-21This is a judicial review of a tribunal's decision concerning vaccine mandates and employment-related human rights claims. The Divisional Court dismissed the application, upholding the tribunal's findings on procedural fairness, mootness, and reasonableness regarding family status and age discrimination claims.
London (City) v. Canadian Union of Public Employees, Local 101
2024 ONSC 4074 (CanLII) · 2024-07-26Judicial Review of Labour Arbitration: Paid Holidays
This is a judicial review of a labour arbitration decision regarding the interpretation of a collective agreement provision on paid holidays for a national day of mourning. The Divisional Court applied the Vavilov reasonableness standard to determine whether the arbitrator's decision was reasonable, specifically addressing issues of evidentiary consideration and statutory interpretation of bilingual statutes.
A. & F. Di Carlo Construction Inc. v. S.
2024 ONSC 3945 (CanLII) · 2024-07-10Judicial Review: OLRB Wage Order
The Divisional Court reviewed an employer's application for judicial review of an Ontario Labour Relations Board order directing the payment of wages. The Board had found that the employer was liable for standby pay owed to an employee who declined a call-in, and the Court considered the Board's findings of fact and credibility.
Y. v. Mohawk College
2024 ONSC 3242 (CanLII) · 2024-06-12HRTO Judicial Review: Bias and Reasonableness
This is a judicial review of Human Rights Tribunal of Ontario decisions involving Mohawk College. The Divisional Court applied the Vavilov reasonableness standard, finding that the applicant failed to link their treatment to Code grounds and rejecting allegations of bias against the adjudicator.
T. v. Pay Equity Hearings Tribunal
2024 ONSC 3036 (CanLII) · 2024-05-29Judicial Review: Pay Equity Hearings Tribunal Decision
This is a judicial review of a decision by the Pay Equity Hearings Tribunal regarding pay equity compliance. The Divisional Court dismissed the application, finding the Tribunal's decisions on comparator methodology, the definition of compensation, and the refusal to order production of legal advice were reasonable.
D.C. v. Canada Post
2024 ONSC 2788 (CanLII) · 2024-05-23Judicial Review of WSIAT Decision: Workers' Comp Benefits
This is a judicial review of WSIAT decisions concerning entitlement to workers' compensation benefits and arrears for an employee of Canada Post. The Divisional Court examined whether the tribunal's decisions on causal connection to injuries and wage loss were reasonable, and whether the tribunal provided adequate reasons and properly refused reconsideration. The application for judicial review was dismissed.
Ontario Secondary School Teachers' Federation v. Ontario
2023 ONSC 6284 (CanLII) · 2023-12-20Judicial Review: OLRB Good Faith Bargaining Decision
This is a judicial review of the Ontario Labour Relations Board's decisions concerning the duty to bargain in good faith under the Labour Relations Act. The Divisional Court dismissed the application, finding the OLRB's dismissal of the complaint and its remedial decisions were reasonable and supported by the record.
RT HVAC Holdings Inc. v. United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada
2023 ONSC 6066 (CanLII) · 2023-11-22Judicial Review: Union Certification and Bargaining Unit
This is a judicial review of a Labour Relations Board decision concerning the certification of a bargaining unit limited to a single Division. The Divisional Court reviewed the application, considering whether the Board's decision was reasonable and noting that certifying the unit would not cause serious labour relations harm.
Toronto Professional Fire Fighters’ Association v. City of Toronto
2023 ONSC 6290 (CanLII) · 2023-11-14Judicial Review of Labour Arbitration Award
This is a judicial review of a labour arbitration award regarding the interpretation of a collective agreement provision on 'full net pay' for disabled employees. The Divisional Court applied the reasonableness standard under Vavilov.
All Canada Crane Rental Corp. v. International Union of Operating Engineers
2023 ONSC 5757 (CanLII) · 2023-10-13Judicial Review: Collective Agreement Allowance Interpretation
This is a judicial review application concerning the interpretation of a collective agreement in the construction industry. The Divisional Court reviewed the Labour Relations Board's decision on whether a weekly room and board allowance survived a Memorandum of Agreement, applying the reasonableness standard from Canada v. Vavilov. The Court considered whether the Board's interpretation was reasonable and supported by the text and context of the agreement.
2517906 Ontario Inc. v. Ontario Labour Relations Board
2023 ONSC 4890 (CanLII) · 2023-08-31Judicial Review: Temporary Help Agency Employer Status
This is a judicial review of an Ontario Labour Relations Board decision determining the employer status of workers in a temporary help agency arrangement. The Divisional Court applied the Vavilov framework to assess the reasonableness of the Board's finding that the applicant was the employer under the Employment Standards Act, 2000. The Court emphasized the legislative purpose of protecting vulnerable workers and considered the argument that the Board erred by disregarding common law principles.