Topic: Sale of a Business

Minority Shareholder/Employee Not Bound by Non-Compete Tied to Sale of His Share of the Business

April 14, 2025 Topics: Blog, Consideration, Injunctions, Non-Compete Enforceability, Non-Solicit Enforceability, Restrictive Covenants, Sale of a Business
Case comment: ARC Surveys Ltd v Ni, 2024 ABKB 629 The approach of the courts to restrictive covenants attached to the sale of a business, as opposed to those arising solely from employment, is well known. In the case of the former, enforcement is much more likely, with the courts…
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Privacy Rights, Damage Assessments and the Importance of Pleadings

May 30, 2023 Topics: Blog, Breach of Fiduciary Duty, Confidential Documents, Damages, Disgorgement of Profits, Non-Compete Enforceability, Non-Solicit Enforceability, Restrictive Covenants, Sale of a Business
Several recent decisions are of interest to those advising on, and litigating, employee competition cases. First, the Alberta privacy commissioner finds that employers, in some circumstances, may disclose their former employees’ restrictive covenants to third parties. Two Alberta Courts provide analysis on assessing damages in successful actions for unlawful competition.…
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Vendor of Trucking Company Ordered to Live Up to Five Year Non-Compete

February 14, 2023 Topics: Non-Compete Enforceability, Restrictive Covenants, Sale of a Business
The B.C. Supreme Court has granted an interlocutory injunction restraining the vendor of a trucking company, Sonic Transport Ltd., from competing for a period of five years past the ending of his employment with the purchaser. Diamond Delivery bought Sonic from Leslie and Pam Calder in 2015. Leslie continued to…
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Court Applies Lesser Scrutiny to Non-Solicit, Finding Investment Advisor’s Sale of Good Will in Clients Part of Sale of a Business

September 8, 2021 Topics: Blog, Investment Advisors, Non-Solicit Enforceability, Restrictive Covenants, 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

December 30, 2020 Topics: Blog, Blue Penciling, Injunctions, Non-Compete Enforceability, Restrictive Covenants, Sale of a Business
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.

October 3, 2018 Topics: Blog, Non-Compete Enforceability, Restrictive Covenants, Sale of a Business
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

April 18, 2018 Topics: Blog, Non-Compete Enforceability, Restrictive Covenants, Sale of a Business
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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