Non-compete and non-solicit clauses have become common fixtures in dental practice agreements. Whether in associate contracts, shareholder deals, or the sale of a clinic, these provisions are designed to protect what matters most: the patient base and the goodwill of the practice.
But these clauses don’t always hold up. Courts, if requested, will take a close look at them—and if they’re not carefully drafted, they can be struck down entirely. Here’s a practical overview of how these clauses are treated in Canada and what dentists and their advisors should keep in mind.
What these clauses actually do:
A non-compete clause prevents a departing dentist from working in a competing practice within a certain distance and timeframe. You’ll often see these in the context of a practice sale or a shareholder agreement.
A non-solicit clause doesn’t stop someone from working—but it bars them from actively approaching patients, staff, or referral sources from the practice they left. These are more limited in scope and more likely to be enforced.
Courts tend to be skeptical of non-competes, especially when they restrict someone’s ability to earn a living. Non-solicits, if clear and well-drafted, are usually more acceptable.
How courts view these clauses:
Courts treat any clause that restrains trade as presumptively invalid. To be upheld, the clause must be:
- Reasonable in geographic scope, duration, and scope of activity
- Clearly worded
- Designed to protect a legitimate business interest—like patient relationships or confidential information
- Not harmful to the public interest
Context matters: If a dentist is selling their practice, courts are more willing to enforce a non-compete, since the buyer is purchasing the goodwill and expects it to be protected.
What makes a clause reasonable?
There’s no one-size-fits-all answer, but courts will usually look at:
1. Geographic scope
The territorial reach of a non-compete must be tied to where the practice operates and draws its patients. A downtown Toronto practice may have a patient base concentrated within a few kilometers, making a 3–5 km radius reasonable. In contrast, a rural or suburban clinic may serve patients who drive in from a 20–30 km radius, justifying a larger area. The key is tailoring the restriction to the actual reach of the goodwill being protected. Overbroad clauses—e.g., “anywhere in Ontario”—are rarely enforceable unless supported by exceptional circumstances.
2. Temporal duration
The longer a restriction lasts, the more likely it will be challenged. Courts generally accept non-solicitation clauses lasting between 6 and 24 months as reasonable, with 12 months often being the most common and defensible. For non-competition clauses, a 1–2-year restriction may be enforceable in a sale-of-business context. The underlying question is: how long is reasonably necessary to protect the practice’s goodwill or patient base?
3. Scope of activities
The clause must not go further than necessary to protect the legitimate interests of the practice. A restriction that prevents a dentist from practicing any kind of dentistry—including specialties they never performed at the original clinic—may be struck down for being too broad. A well-drafted clause might, for example, prohibit general dentistry but carve out exceptions for orthodontics or surgical specialties not performed in the original practice.
Key takeaway: Courts will typically not rewrite an overbroad clause to make it reasonable. If any part of the restriction is excessive—too wide an area, too long a duration, or too broad a prohibition—the entire clause may be declared void. For that reason, precision and proportionality in drafting are not just best practice—they are essential.
Final thoughts
Non-compete and non-solicit clauses aren’t just legal boilerplate. They’re important tools—but only if they’re used properly. Whether you’re selling, buying, hiring, or joining a practice, it’s worth the time to get good advice and make sure the clause fits the situation. A well-drafted agreement can prevent a lot of headaches later on.
Disclaimer: This content is for informational purposes only and does not constitute legal advice. Always consult with a qualified legal professional for guidance specific to your situation.
About the author
Dr. Arya is both a lawyer and dentist. He has been practicing law now for almost 25 years and is a former prosecution counsel for the RCDSO. He currently assists dentists in buying and selling dental practices and assisting dentists facing College complaints.