Derek was a minority shareholder and employee of Bridge Decks Ltd (Bridge), a corporation that provided concrete work on new bridges. When Bridges sold all its assets to Concrete-Works-R-Us Ltd, Derek and Bridge agreed to a non-competition clause with the purchasers which, among other matters, restricted them from competing with Concrete-Works-R-Us Ltd in any jurisdiction in Canada. This meant that the covenant's geographical restriction even included Manitobaa province that neither Derek nor Bridge Decks Ltd had ever worked inthough they had provided bridgework in a town very close to the border between Saskatchewan and Manitoba. The restrictive covenant also prohibited competition by Derek and Bridge Decks Ltd in the area of concrete work or "bridge construction or rehabilitation of any kind."

Is the non-competition clause Derek agreed to enforceable when measured against the factors identified by the SCC in Elsley (discussed earlier in this chapter)?

Does it make any difference that the non-competition clause, in this case, is related to an asset-sale transaction as opposed to an employment contract?

HINT * See Martin v ConCreate USL Limited Partnership, 2013 ONCA 72