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Posts by category
- Category: Blog
- Remedial Flexibility Rescues Claim for Breach of Confidence
- Privacy Rights, Damage Assessments and the Importance of Pleadings
- Injunction on Faithless, Family Fiduciaries
Lifted After One Year - Are Client Lists Produced from Memory or Personal Records Confidential? An Alberta Court Offers a More Nuanced Analysis
- Court Applies Lesser Scrutiny to Non-Solicit, Finding Investment Advisor’s Sale of Good Will in Clients Part of Sale of a Business
- Post-Resignation Restrictive Covenant Upheld as a Commercial, not Employment Agreement
- The Re-Emergence of Blue-Pencil Severance of (some) Restrictive Covenants
- Supreme Court of Canada Eliminates “Waiver of Tort” as a Cause of Action, Restrains Use of Disgorgement Remedy in Breach of Contract Cases
- Courts Differ on Standard to Establish Fiduciary Status in Applications to Restrain Solicitation of Clients
- Employer’s Aggressive Fight for Clients Backfires, Court Awards Damages for Defamation of Departed Employee
- Is Consideration Still Necessary to Enforce Restrictive Covenants? A Consideration of the British Columbia Court of Appeal’s Decision in Rosas v. Toca
- Court Rejects Plea for Disgorgement of Profits, Despite Finding Departing Physicians Breached Fiduciary Duty and Duty of Confidence
- Former Telus Executive Escapes Non-Compete due to “Overzealous Drafting”, but Rebuked for Pursuing Termination Payment while Negotiating New Employment with Competitor
- Employee’s Non-Competition Covenant Attached to Share Purchase Attracts Rigorous Interpretation.
- Valuable Employee? Yes. Fiduciary Employee? Not So Much.
- The Perils in Drafting Restrictive Covenants and the Importance of Context
- Less is More – “Loyalty Incentives” Upheld
- Arguing Ambiguities in Restrictive Covenants – The Pendulum Swings Back to Enforceability
- Economic Disincentives to Compete Found to be Restraints of Trade
- Is Forfeiture of a Bonus for Resigning a Restraint of Trade?
- Failure to Meet Irreparable Harm Test Sinks Both a Non-Solicit and Non-Compete Clause
- BC Court of Appeal Raises Bar on Injunctions to Enforce Non-Solicit Clauses
- SCC Will Not Have Opportunity to Resolve Questions Raised by Globex Decision
- Category: Blue Penciling
- Category: Breach of Fiduciary Duty
- Category: Confidential Documents
- Category: Consideration
- Category: Damages
- Category: Defamation
- Category: Disgorgement of Profits
- Category: Injunctions
- Category: Insurance Brokers
- Category: Investment Advisors
- Category: Loyalty Incentives
- Category: Non-Compete Enforceability
- Category: Non-Solicit Enforceability
- Category: Physicians
- Category: Restrictive Covenants
- Category: Sale of a Business
Restrictive Covenants – Detailed Analysis
- 2. Covenants Connected to the Sale of a Business
- 1. Covenants Provided Outside the Sale of a Business
- D. Table of Cases
- 10. Judicial Interpretation of Certain Words or Phrases Used in Covenants
- (e) Contract Renewals, Former Contracts, Expired Contracts
- (d) Effect of Compensation on Enforceability of a Covenant
- (c) Termination of Employment Contract Other than through a Wrongful Dismissal
- (b) Corporate Amalgamations and Restructurings
- (a) Negligent Misrepresentation Connected to a Restrictive Covenant
- 9. Miscellaneous Issues
- 8. Can Third Parties be Subject to the Covenant or Obtain the Benefit of It?
- 7. Consideration
- 6. Is the Restrictive Covenant Unenforceable Due to a Wrongful Dismissal?
- (d) Application of Judicial Approach to Stipulated Remedy Clauses in the Context of Departing Employees
- (c) Judicial Approach to Stipulated Remedy Clauses
- (b) Competitive Activity Which is Not Prohibited but Attracts Financial Consequences
- (a) Breach of a Covenant that Attracts Financial Consequences
- 5. Enforceability of Financial Consequences for Competitive Activity
- 4. Is the Clause in Restraint of Trade?
- 3. Rectification
- (b) Severance of a Covenant Connected to the Sale of a Business
- (a) Separate Obligations within the Same Clause
- 2. Severance
- (a) Declaratory Relief Prior to a Breach
- 1. Has there Been a Breach?
- C. Other Issues of Importance to Restrictive Covenants
- (b) Covenants Arising from the Sale of a Business
- (a) Covenants Arising from Employment Agreements
- 6. Lack of Ambiguity
- (a) Restraints of Trade Connected to Arrangements Other than Employment or the Sale of a Business
- 5. Employment Contract Attached to Sale of a Business
- 4. All Surrounding Circumstances
- 3. Reasonableness With Respect to the Public Interest
- (h) Restraints of Trade that do Not Prohibit Competitive Activity
- (g) Restraints of Trade in the Context of the Sale of a Business
- (f) Confidentiality Covenants
- (e) Characterization of the Covenant: Non-Compete, Non-Solicit or Hybrid?
- (d) Nature of Activities Restricted
- (c) Geographic Breadth
- (b) Length
- (a) Onus
- 2. Reasonableness Between the Parties
- A. Introduction and Overview
- (a) Confidential Information as a Legitimate Proprietary Interest in Non-Compete or Non-Solicit Clauses
- 1. Legitimate Proprietary Interest
- B. Detailed Discussion