No Poaching, No Competition: Mastering Non-Compete.

Trapped by a Non-Compete Clause? Know Your Rights.

Have you recently left a job only to discover your former employer is trying to block you from working elsewhere? You’re not alone.

Employees in Quebec are finding themselves restricted by non-compete clauses that go too far. These clauses can limit your freedom to work, earn a living, and move forward in your career.

Fortunately, Quebec labor law protects employees from unfair restrictions. If you are being pressured or intimidated by a non-compete clause, you may have more legal power than you think.

What Is a Non-Compete Clause?

A non-compete clause is a provision in an employment contract that prevents an employee from working for a competitor or starting a similar business after they leave their position or job at a firm or company.

It is designed to protect an employer’s legitimate business, financial and legal interests but too often, it is often used to control and silence former employees long after they have moved to another firm or company.

Examples of abuse of the non-compete clause include but not limited to:

a territorial ban all over the world;
Non-competition for an extremely long delay
Vague language to restrict the kind of work that may be accomplished after leaving employment

Clauses that lasts too long, have broad geographic restrictions, create vague language about work performance requirements or restrict the industry’s competitive landscape can be considered go beyond protecting the employer’s business interests and may be be considered abusive.

If you are faced with these challenges from a previous employer, the clause may be unenforceable under Quebec law.

Quebec Civil Code Protects You

Article 2088 of the Civil Code of Quebec states that an employee may not be bound by obligations that are overly restrictive or unjustified after leaving an employer.

In practical terms, this article lays the foundation for protecting employees from unfair contractual clauses, particularly non-compete agreements.

Article 2089 of the Civil Code of Quebec, states that a non-compete clause is only valid if it meets all the following criteria:

Time: It must be limited in duration (typically no more than 12–24 months).

Place: It must apply to a specific, reasonable geographic area where your employer actively operates.

Nature of Work: It must clearly describe the type of work that is restricted and that work must directly compete with your former employer.

Legitimate Interest: It must be essential to protect the employer’s real business interests not just to reduce competition or punish you for leaving your employment.

If one of these conditions is not met, the entire clause can be struck down entirely.

Rather, Quebec courts will not rewrite or “fix” a flawed non-compete clause, they will simply refuse to enforce it and deem it invalid in its entirety.

Post-Employment obligations:

Adjacent to Articles 2088 and 2089, Article 2095 of the Civil Code of Quebec sets out reasonable post-employment obligations to protect an employer’s legitimate interests, such as confidentiality and trade secrets, without unfairly restricting the employee’s ability to work elsewhere.

It balances both employee protections with the employer’s right to safeguard critical business information.

What can you do if you are being restricted

If your former employer is trying to prevent you from working under a non-compete clause, you do not have to accept it blindly.

How can you protect yourself?

If a former employer invokes a non-solicitation or non-competition clause:

Review the clause carefully for overbreadth or ambiguity

Keep records showing that any client contact was client-initiated

Keep copies of your employment contract and any communication regarding the clause.

Do not assume the clause is valid simply because you signed it

Ask yourself, does it meet all the legal criteria listed above?

Never let fear or uncertainty stop you from advancing your career. Even if you signed a non-compete clause, it may not hold up in court.

Restrictive clauses are not meant to block professional mobility. Knowing their limits allows employees to move forward lawfully and with confidence.

There is always a balance between the rights of the employee to make a living and seek employment versus the business and financial interests of an employer to protect their business interests.

Case Analysis

In 2018, the Québec Superior Court[1] invalidated a non-competition clause that prohibited the employee from working “in any way whatsoever” for a competing advertising business.

The Court found that the clause failed to meet the requirements of article 2089 of the Civil Code of Québec, which requires non-competition clauses to be limited in time, place, and type of work, and only to the extent necessary to protect legitimate employer interests.

Notably, the Court also held that the employer abused its right to legal action by repeatedly seeking enforcement of a clause whose invalidity was apparent.

As a result, the employer was ordered to reimburse nearly $200,000 in legal fees. The decision serves as a strong warning against attempting to enforce overly broad restrictive covenants.

You Deserve the Freedom to Work

At Schneider Avocats Inc., we have helped and guided helped countless employees challenge overly broad or abusive non-compete and non-solicitation clauses.

Whether you are starting a new job, launching your own business, or simply looking for clarity, we are here to defend your rights to work to ensure that you are able to work freely and fairly.

If you are feeling cornered by a non-compete clause, do not wait.

Guard Your Team, Guard Your Clients: Non-Solicitation Simplified

What is a Non-Solicitation Clause:

A non-solicitation clause is a clause that prevents a former employee from stealing or poaching clients from his previous employment to become clients of his new firm and company.

In essence, an employee is restricted from soliciting clients and customers of his previous form and company from switching to his new firm and company.

The La Presse decision is distinctive for the seriousness of the consequences imposed on the employer, highlighting the risks of enforcing a clearly flawed clause.

Case Analysis:

The Québec Court of Appeal[2] addressed an employee’s post-employment duty of loyalty under article 2088 C.C.Q. in the absence of a non-competition clause.

The appellant, Assbec, sought an injunction to prevent former broker Aline Dion from soliciting clients after joining a competing firm.

The Court held that even without a contractual restriction, employees must act in good faith and avoid appropriating client relationships or using confidential information obtained during employment. Dion’s pre- and post-resignation actions, arranging coverage through her new employer and soliciting former clients, justified an interlocutory injunction prohibiting direct or indirect solicitation for thirteen months, while allowing general advertising.

The decision illustrates that article 2088 functions as a practical safeguard against client poaching, balancing protection of legitimate employer interests with an employee’s right to pursue a new career, effectively serving as a post-employment non-solicitation mechanism.

Red flags include:

Excessive duration with no clear justification

Vague or overly broad definitions of “clients” or “employees”

Restrictions that make it impossible to operate in your field

Clauses prohibiting all contact, rather than active solicitation

If a clause prevents you from serving clients who voluntarily approach you, it may be challenged.

How can you protect yourself?

If a former employer invokes a non-solicitation or non-competition clause:

Review the clause carefully for overbreadth or ambiguity

Keep records showing that any client contact was client-initiated

Keep copies of your employment contract and any communication regarding the clause.

Do not assume the clause is valid simply because you signed it

Ask yourself, does it meet all the legal criteria listed above?

Never let fear or uncertainty stop you from advancing your career. Even if you signed a non-compete clause, it may not hold up in court.

Restrictive clauses are not meant to block professional mobility. Knowing their limits allows employees to move forward lawfully and with confidence.

There is always a balance between the rights of the employee to make a living and seek employment versus the business and financial interests of an employer to protect their business interests.

You Deserve the Freedom to Work

At Schneider Avocats Inc., we have helped and guided helped countless employees challenge overly broad or abusive non-compete and non-solicitation clauses.

Whether you are starting a new job, launching your own business, or simply looking for clarity, we are here to defend your rights to work freely and fairly.

If you are feeling cornered by a non-solicitation clause, do not wait.

[1] Jutras c. la Presse (2018) inc., 2023 QCCS 2506

[2] Groupe Financier Assbec Ltée c. Dion, 1994 QCCA 531