Topic: Sale of a Business

Court Applies Lesser Scrutiny to Non-Solicit, Finding Investment Advisor’s Sale of Good Will in Clients Part of Sale of a Business

Mandeville Holdings Inc. v. Santucci, 2021 ONSC 4321 An investment advisor’s negotiated sale of the good will in his book of business to a firm causes the Ontario Superior Court to construe his non-solicitation covenant as part of the sale of a business, not within an employment context. The court issues…
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The Re-Emergence of Blue-Pencil Severance of (some) Restrictive Covenants

City Wide Towing and Recovery Service Ltd v Poole, 2020 ABCA 305 The Alberta Court of Appeal holds that blue-pencil severance may be used to alter restrictive covenants that restrain employee competition, provided the covenant was part of the sale of a business. The practice of “blue-pencil” severance in employment…
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Employee’s Non-Competition Covenant Attached to Share Purchase Attracts Rigorous Interpretation.

961945 Alberta Ltd (Servicemaster of Edmonton Disaster Restoration) v Meyer, 2018 ABQB 564, 2018 ABQB 564 The Alberta Court of Queen’s Bench holds that even where the evidence did not support an imbalance of bargaining power, the more rigorous approach to interpreting restrictive covenants was warranted in respect of a…
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The Perils in Drafting Restrictive Covenants and the Importance of Context

Ceridian Dayforce Corporation v. Daniel Wright (2017 ONSC 6763),853947 B.C. Ltd. v. Source Office Furniture & Systems Ltd. (2016 BCSC 2233) A recent decision of the Ontario Superior Court of Justice refusing to enforce a non-competition clause highlights the many ways in which the drafter of a restrictive covenant can go too…
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