Can You Enforce A Non-Compete In Ontario? Lessons From Bellwether v. Harbourfront

Non-compete clauses in Ontario employment agreements are generally unenforceable. In Bellwether Investment Management Inc. v. Harbourfront Wealth Management Inc., 2026 ONSC 3622, the Ontario Superior Court of Justice upheld a 12-month, Ontario-wide non-compete signed by a veteran investment advisor. The Court further granted an injunction barring him from contacting or soliciting his former firm’s clients and employees.

The decision is rare. The court itself noted how few cases have enforced a non-compete against an investment advisor. It is also a cautionary tale about how not to change firms — including what happens when you ignore a court order. 

Jeffrey Black is an investment advisor with a 40-year career. In 2017, he sold the shares of his firm, Crestridge Asset Management Inc., to Lorne Park Capital Partners Inc., the parent company of Bellwether. As part of the deal, he became a Bellwether employee and signed an employment agreement containing non-competition and non-solicitation clauses. That agreement was attached as a schedule to the share purchase agreement.

According to the decision, Black signed on to join Harbourfront as a partner in March 2024 — including agreed compensation for the Bellwether clients he would bring with him — and signed a Harbourfront employment agreement weeks later. He then stayed at Bellwether for two more years, until Lorne Park repurchased his shares and his five-year performance bonus was paid. During that time, the Court found, he sent confidential Bellwether client information and proprietary information to Harbourfront.

On March 20, 2026, Black resigned and emailed his clients that he was joining Harbourfront. Bellwether subsequently sought injunctive relief.

An interim injunction barred Black from communicating with or soliciting Bellwether clients. Five days later, he emailed every Bellwether client he had serviced. He told them his licence had been placed on a temporary hold because of Bellwether’s legal and regulatory actions, and invited them to reach him “24/7” at his personal email address and cell phone.

His explanation — that clients needed an update, and that the non-compete was unenforceable anyway — did not land. Justice Mills called it a “wholly unsatisfactory explanation” for what appeared to be a “deliberate and flagrant breach” of a court order, and directed a show cause hearing on contempt within 60 days.

The lesson is simple: a court order must be obeyed until it is varied or set aside, even if you believe the underlying contract will not hold up.

Black accepted that the non-solicitation clause was enforceable but denied breaching it. The court disagreed. Before resigning, he gave Harbourfront a full list of his clients, their private investment information, their fee schedules, and which clients received recurring withdrawals.

He admitted corresponding with clients immediately after resigning, but did not attach those communications to his affidavit, leaving his claim that they were not solicitations unsupported. He also forwarded a colleague’s résumé to Harbourfront with a brief “FYI,” which the court treated as significant circumstantial evidence of soliciting employees.

The starting point is hostile to employers. Restrictive covenants in employment agreements are presumed unenforceable as a restraint on individual liberty. The employer must prove the clause is reasonable, and it must be clear about the activity restricted, the time period, and the geography. A court cannot “read down” an unreasonable clause into a reasonable one.

The clause barred Black, for 12 months after his employment ended, from performing services for or being commercially involved in any business in Ontario that competed with Crestridge or Bellwether.

Black argued it was so broad it would effectively force him to retire: he is 68, licensed to sell securities only in Ontario, and getting licensed elsewhere would take significant effort.

The court found the clause both clear and reasonable:

•  Scope: it did not bar investment advisory work generally— only work that competes with Bellwether and the business Black sold.
• Geography and time: Ontario only, for 12 months.
• Bargaining power: Black was a sophisticated professional, supported by a team of lawyers, who was well compensated for the business he sold. There was no imbalance of power.

Black had also agreed in the contract that the restrictions were reasonable, waived defences to their enforcement, and acknowledged that Bellwether would suffer irreparable harm from a breach. The court considered those admissions — but as only one factor. The clause still had to be reasonable under the case law.

On the industry question, Justice Mills acknowledged the scarcity of cases enforcing non-competes against advisors, but held the industry is not immune. It was “difficult to conceive” of a more tailored clause for investment advisors; demanding narrower restrictions would leave non-competes “utterly toothless.”

On breach, the court found that by accepting a Harbourfront partnership, signing its employment agreement, and passing it Bellwether’s proprietary and client information, Black appeared to have acquired an interest in, and to be providing services to, a competing business.

The court accepted several points in Black’s favour. Clients’ interests come first. They are entitled to know when their advisor leaves and are free to follow. There is no property in clients. And a client’s portfolio composition is not the firm’s proprietary information —clients can obtain their own reports and send them to a new firm.

What an advisor cannot do is send that information on his own initiative. The court held that doing so breaches the clients’ privacy and the confidentiality terms of the agreement.

Early indications were that 95% of the Bellwether clients Black serviced intended to follow him. Lost fees in a regulated industry can be tracked, but lost goodwill, reputational harm, the ripple effect of a book of business leaving at once, and the loss of trained employees to a competitor cannot easily be measured in damages. 

The court found irreparable harm and held the balance of convenience favoured Bellwether. That clients had already been told of the move was no reason to refuse the injunction.

 An interlocutory injunction restraining Black from communicating with or soliciting Bellwether’s clients and employees.

• The interim injunction’s terms continue until the action is resolved on its merits.
• Costs of the motion to Bellwether.
• A show cause hearing on contempt, to be scheduled within 60 days.

These findings were made on a motion record, before trial. The final outcome may differ.

Most employment non-competes entered into on or after October 25, 2021 are prohibited by the Employment Standards Act, 2000, subject to exceptions for executives and certain business sales. Older or excepted clauses are tested under the common law, where they are presumed unenforceable unless the employer proves they are clear and reasonable.

Perhaps. Clients are free to choose their advisor. But a non-solicitation clause may restrict you from soliciting them, and you cannot take your former firm’s client information with you.

Ontario courts will likely not rewrite or “read down” an unreasonable restrictive covenant in an employment agreement. An unreasonable clause is often struck entirely.

Whether you are an employer protecting a book of business or a professional planning a move, restrictive covenant disputes move fast and turn on the evidence. Pinto Shekib LLP’s employment law and litigation team acts for employers and employees, and our commercial litigation practice handles urgent injunction motions in the Ontario Superior Court of Justice.

Call 416-901-9984, email info@pintoshekib.ca, or book a consultation.