Can My Old Employer Stop Me From Competing or Contacting Clients?
After you leave a job in Ontario, you are usually free to work for a competitor and even take on former clients. The main limits are confidential information and a narrow class of senior employees.
Key takeaways
- Once you leave, ordinary employees are usually free to work for a competitor.
- You can generally accept former clients who choose to follow you, absent an enforceable non-solicit clause.
- You cannot take or use the employer's confidential information, like client lists or trade secrets.
- Only fiduciary (senior, key) employees owe limited post-employment duties not to solicit.
- Competing while still employed is a different story and can be just cause.
In this article
Employers often act as though leaving triggers a lifetime ban on ever competing or talking to a client again. For most employees, that is simply not the law in Ontario. Once the job ends, you are generally free to earn a living in your field, including for a competitor, with a few important limits. Knowing where those limits actually sit keeps you from being scared out of a better opportunity.
✅Quick answer. After you leave, ordinary (non-managerial) employees are generally free to work for a competitor and even to serve former clients who choose to follow them, unless a reasonable, enforceable non-solicitation clause applies. What you cannot do is take or use the employer's confidential information. A narrow group of fiduciary employees owes extra duties, and competing while still employed can be just cause. Remember too that employee non-competes are largely banned in Ontario.
Can you work for a competitor after you leave?
Usually, yes. Ontario banned most employee non-compete agreements in 2021, so a clause trying to stop you from joining or starting a competing business is very likely unenforceable. Beyond that, the common law has always been reluctant to stop people from using their own skills and experience to make a living. Absent a valid restriction, taking a job with a competitor is your right.
Can you contact or accept your old clients?
For ordinary employees, generally yes. The leading case is RBC Dominion Securities Inc. v. Merrill Lynch Canada Inc. (2008 SCC 54). Investment advisors left one firm for a competitor, and their clients followed. The Supreme Court confirmed that, unlike fiduciaries, ordinary departing employees are entitled to compete with their former employer and to solicit its customers, and are not liable simply because clients choose to move with them. The one who was held liable was the branch manager, for orchestrating a coordinated mass departure in breach of his own duties. For a regular employee, clients choosing to follow you is competition, not wrongdoing.
The line you cannot cross: confidential information
Freedom to compete does not include a right to take the employer's property. You cannot copy or use confidential information such as client lists, pricing data, or trade secrets to give yourself a head start. Using your general skills, knowledge, and memory of the industry is fine; downloading the customer database on your way out is not. This is the limit that most legitimately gets former employees into trouble, so leave the employer's data behind.
Fiduciary employees are different
A small group of senior, key employees are fiduciaries, think top executives and directors who are central to the direction of the business. Fiduciaries owe extra duties even after they leave, including not to solicit the employer's clients for a reasonable period or to exploit opportunities that belonged to the company. Most employees are not fiduciaries; a job title alone does not make you one, and courts reserve the label for those with real power over the business. If your employer is threatening you with fiduciary duties, it is worth checking whether they actually apply to you.
What you cannot do: compete while still employed
The rules change while you are still on the payroll. During your employment you owe a duty of loyalty, and secretly setting up or helping a competitor is a serious breach. In Fraser v. Proscience Inc. (2005 CanLII 21549), an employee who ran a competing business on the side while employed, approached his employer's suppliers and customers, and drew in other staff was found to have breached his duties, giving the employer cause. The safe course is to keep your competing plans for after you have actually left, and not to solicit anyone while you are still being paid.
What should you do if your employer threatens you?
- 1.Do not take any of the employer's documents, data, or client information when you leave.
- 2.Check your contract for a non-solicitation clause, and have its reasonableness assessed rather than assuming it binds you.
- 3.Keep your competing activity for after your employment actually ends.
- 4.If you get a cease-and-desist or threat letter, get advice before reacting. A free review can tell you whether the restriction is enforceable.
This is closely tied to whether any non-compete or non-solicitation clause you signed is even valid, and to your status as an employee or contractor. If your old employer used these threats to push you out or deny you severance, that is a separate wrongful dismissal question.
Frequently asked questions
Can my old employer stop me from working for a competitor in Ontario?
Usually not. Employee non-competes are largely banned in Ontario, and ordinary employees are generally free to join or start a competing business after they leave. Only a narrow group of fiduciary employees owes broader post-employment restrictions.
Can I contact my old clients after I leave?
For ordinary employees, generally yes, unless a reasonable non-solicitation clause applies. In RBC Dominion Securities v. Merrill Lynch (2008 SCC 54), the Supreme Court confirmed departing non-fiduciary employees may compete and that clients are free to follow them.
What can I not do after leaving a job?
You cannot take or use the employer's confidential information, such as client lists or trade secrets, and you cannot compete or solicit while you are still employed. Using your own general skills and experience is fine.
Am I a fiduciary employee?
Probably not. Fiduciary duties apply only to senior, key employees with real power over the business, like top executives and directors. A job title alone does not make you a fiduciary, so it is worth checking before accepting your employer's claim that you are one.
Priya Sharma
Legal Writer, Mirza Law
Priya Sharma is a legal writer at Mirza Law in Toronto. She writes about wrongful dismissal, workplace rights, and what Ontario employees can do when they are treated unfairly.
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