The doctrine in one paragraph
Irish law starts from the position that contractual restraints on a person's freedom to trade are void as contrary to public policy — unless the party imposing the restraint shows it protects a legitimate interest (customer connections, confidential information, workforce stability, the goodwill of a business sold), and goes no further than reasonably necessary in scope, geography and duration. The onus sits on the person relying on the clause. Overreach doesn't get trimmed to the enforceable maximum as a matter of course; an over-wide clause risks failing entirely.
Context changes everything
Employment: courts scrutinise restraints on ex-employees most strictly — livelihoods are at stake and bargaining power was unequal. Six-to-twelve-month restraints protecting genuine customer connections or trade secrets can survive; market-wide bans "to stop them competing" generally don't. Non-solicitation of customers and staff is far easier to defend than full non-compete — draft it as the primary protection. Business sales: the buyer of goodwill paid for it, so materially longer and wider restraints on the seller are upheld — see business sale agreements. Commercial agreements — franchise, distribution, consultancy — sit between, and also engage competition law limits (see distribution).
Drafting restraints that hold
- Name the interest being protected — recitals matter when the clause is tested
- Tailor per person: the sales director and the junior developer do not warrant the same restraint
- Cascade the protections: confidentiality always; non-solicitation of customers dealt with in the final 12 months; non-poaching of key staff; full non-compete only where nothing less protects the interest
- Keep duration and geography evidenced — customer purchase cycles, territory actually served
- Use severable, independent sub-clauses so a failure in one doesn't infect the rest
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →