Leaving, and What You May Do Next

Senior employees carry obligations that survive the resignation letter, and the line between preparing to compete and competing is narrower than most people assume.

Start My Enquiry →

Fiduciary StatusSolicitationConfidential InformationPreparation

Common Law Duties | Contractual Covenants | Client Contact | Evidence

What follows a senior departure.

Fiduciary status depends on the role, not on the job title.

A fiduciary owes duties after leaving that an ordinary employee does not.

Preparing to compete is generally permitted. Competing while employed is not.

Most disputes are decided on documents rather than on recollection.

Quick Answer

What duties does a senior employee owe after leaving in Ontario?

Every employee owes a duty of good faith while employed and a continuing obligation not to use or disclose confidential information afterwards. A smaller group are fiduciaries, typically senior people who direct the business or hold a position of trust in relation to it, and they owe additional duties after departure, including not to appropriate a maturing business opportunity and not to solicit clients for a reasonable period. Whether someone is a fiduciary depends on their actual role and influence rather than on their title, and contractual covenants apply alongside these duties.

Ontario law · Reviewed by Lexaltico LLP, Toronto · Arrange a consultation

Start My Enquiry

Speak to an Employment Lawyer

Tell us briefly what is going on. A lawyer reviews every enquiry and replies within 2 business days.

A lawyer replies within 2 business days. Urgent? Call +1 416 333 6200, answered 24/7. Submitting this form does not create a solicitor-client relationship.

WHO IS A FIDUCIARY

Function, Not Title

Not every senior employee is a fiduciary. The question is whether the person occupied a position of trust and influence in relation to the business, typically by directing its affairs, holding key client relationships, or having access to the strategic information on which it operates.

A vice president title on an organisation chart does not settle it, and neither does its absence. A relationship manager who effectively controls a book of business may be a fiduciary where a more senior administrator is not.

It matters because the consequences differ substantially. An ordinary former employee is largely free to compete after leaving, subject to confidentiality and any enforceable contractual covenant. A fiduciary carries additional obligations that arise from the relationship itself.

WHILE STILL EMPLOYED

Preparation Is Allowed. Competition Is Not

The general position is that an employee may prepare to compete while still employed. Registering a company, taking advice, arranging finance and looking for premises are ordinarily permissible.

What is not permissible is competing while employed, diverting opportunities that belong to the employer, or recruiting colleagues to leave with you. The distinction is drawn between getting ready and beginning, and it is drawn on the facts.

Copying material is where most cases are lost. Emailing a client list to a personal account, exporting a database, or taking documents on the way out is the single most common cause of an injunction application. It converts a defensible departure into a documented breach, and modern systems record all of it.

AFTER LEAVING

Clients, Colleagues and Information

A fiduciary generally may not solicit the former employer clients for a reasonable period after leaving. Accepting business from a client who approaches you independently is treated differently from approaching them, and the difference is evidential, which is why how contact began often becomes the central question.

Recruiting former colleagues raises non solicitation covenants and, for fiduciaries, the underlying duty. Ontario restricts non competition clauses in employment agreements in defined circumstances, while non solicitation covenants remain broadly available, so the covenant you signed may still bind you even if a non compete would not.

Confidential information is protected regardless of any contract. General skill and experience acquired in a role belong to the employee. Specific pricing, strategy, client data and technical material do not, and the line between them is one of the more heavily litigated questions in this area.

HOW WE WORK

What to Bring, and What to Expect

Bring your employment agreement and any separate covenant, your role description, and a clear account of what you did in the business. If you have already left, bring the resignation correspondence and anything sent to clients.

Expect early advice about evidence. What is on your devices, what was forwarded and when, and what was said to colleagues will decide the case far more than characterisation will. Deleting material after a dispute begins is worse than the material.

Expect a practical assessment rather than a theoretical one. Many threatened claims after a senior departure do not proceed, and some are very serious. Which one you are facing is usually apparent from the documents within a short time.

Common Questions

Frequently Asked Questions

Am I a fiduciary?

It depends on your actual role and influence rather than your title. Senior people who direct the business, hold key relationships, or access strategic information are more likely to be fiduciaries.

Can I plan a new business while still employed?

Generally yes. Preparing to compete is usually permissible. Competing while employed, diverting opportunities, or recruiting colleagues to leave is not.

Can I take my contacts with me?

General skill and experience are yours. Client lists, pricing and strategic material generally are not. Exporting data on the way out is the most common cause of an injunction application.

Are non-competition clauses enforceable in Ontario?

Ontario restricts non competition agreements in employment contracts in defined circumstances. Non solicitation covenants remain broadly available, so a covenant may still bind you even where a non compete would not.

A client approached me. Can I act for them?

Accepting an approach is treated differently from soliciting, but the distinction is evidential. How the contact began is frequently the central question, so the record of it matters.

Start My Enquiry

Departing Executives | Ontario | Lexaltico LLP

Our lawyers advise senior employees leaving a business and employers responding to a departure. Call, email, or arrange a consultation before anything is sent.

Your name

Email address

Phone

Best time to reach you

Briefly, what is happening?

A few questions about your employment matter optional

None of these are required and your enquiry sends without them. They let the lawyer read your situation before the call rather than during it.

Are you an employee or an employer? optional

Has the employment ended? optional

Last day of work, if it has ended optional

Have you signed anything about the ending? optionalIf you have been asked to sign something, tell us before you do.

Please do not send confidential documents or details through this form. We will ask for what we need once we have spoken and confirmed we can act for you.

Confidential and no obligation. We reply within 2 business days. You can call +1 416 333 6200 instead if you would rather speak to someone now.

Lexaltico LLP

Downtown Toronto

55 University Ave, Suite 1100
Toronto, ON M5J 2H7

North York

2 Sheppard Ave East, Suite 303, Toronto, ON M2N 5Y7

Phone

+1 416 333 6200

Hours

Monday to Friday: 9:00 AM to 5:00 PM
Evenings & weekends by appointment

Call for an Initial Assessment →

Start My Enquiry

Ready to Talk? Start My Enquiry

No obligation. We will tell you honestly whether we can help.

A lawyer replies within 2 business days. Urgent? Call +1 416 333 6200, answered 24/7. Submitting this form does not create a solicitor-client relationship.

Start My Enquiry

Call Message

Leaving, and What You May Do Next

What duties does a senior employee owe after leaving in Ontario?

Speak to an Employment Lawyer

Function, Not Title

Preparation Is Allowed. Competition Is Not

Clients, Colleagues and Information

What to Bring, and What to Expect

Frequently Asked Questions

Departing Executives | Ontario | Lexaltico LLP

Lexaltico LLP

Ready to Talk? Start My Enquiry

Related pages