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Employment Law

Restraint of Trade

A clause in an employment contract that restricts what you can do after leaving a job — such as working for a competitor or poaching clients. Enforceable only if reasonable in scope, geography, and duration.

Legal Definition

A restraint of trade is a contractual clause that limits an employee's freedom to compete with their former employer after the employment relationship ends. Common forms include: **Non-compete clauses**: Prohibit working for a competitor for a specified period and within a defined geographic area. **Non-solicitation clauses**: Prohibit approaching former clients or customers. **Non-poaching clauses**: Prohibit recruiting former colleagues. In South Africa, restraint of trade clauses are enforceable unless they are unreasonable. Courts apply a two-stage test: (1) Is there a protectable interest (confidential information, trade connections, trade secrets)? (2) Is the restraint reasonable in scope, time, and geography relative to that interest? A restraint is not enforceable merely because an employer dislikes competition. The employer bears the onus of showing a legitimate proprietary interest worth protecting. If the restraint is overbroad — too long, too wide geographically, or not tied to a real protectable interest — a court will limit or strike it down.

📖 Constitutional / Statutory Basis: Section 22 of the Constitution (freedom of trade, occupation, and profession); Magna Alloys and Research (SA) (Pty) Ltd v Ellis 1984 (4) SA 874 (A) (leading case)

Practical Example

A senior sales manager resigns and joins a competitor in the same city. His contract has a 12-month restraint covering the same geographic area. If the employer can show he had access to confidential client relationships, the restraint may be enforceable. If it covers an area where he never worked or clients he never contacted, a court will likely limit it.

Frequently Asked Questions

Can I be sued for breaching a restraint of trade clause in South Africa?
Yes. Your former employer can apply to court for an interdict (injunction) to stop you from working in breach of the restraint, and can claim damages. However, they must show a protectable interest and that the restraint is reasonable. Many employees continue in their new role and wait to see if the employer enforces it — but this carries risk.
Does a restraint of trade apply if I was unfairly dismissed?
In some circumstances, being dismissed in breach of the contract (e.g., without proper process) may affect the enforceability of the restraint. This is a complex area and depends on the terms of the contract and the circumstances of the dismissal. Get legal advice before assuming the restraint is unenforceable.

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