A non-compete clause is the contractual provision most likely to look strong on paper and collapse in court. Businesses draft them broadly to feel protected; English law starts from the opposite premise — that a clause restraining someone from competing is void unless it can be justified. The gap between how confidently these are written and how sceptically they're enforced is where a lot of expensive litigation lives.
Here's how English law actually treats non-competes, illustrative wording, and the factors that decide whether one is worth anything.
The starting point: restraint of trade is void
This is the rule that surprises people. Under the English-law doctrine of restraint of trade, a clause that restricts a person's freedom to work or compete is prima facie void and unenforceable — unless the party relying on it can show two things:
- it protects a legitimate business interest, and
- it goes no further than reasonably necessary to protect that interest.
So the burden is the other way round from most clauses. The party who wants to enforce a non-compete has to justify it; a court won't rewrite an overbroad one into something reasonable (with a narrow exception for "severance" of clearly separable wording). Draft it too wide and you often lose the whole thing.
What counts as a legitimate interest
Not "we don't want competition." Courts recognise a narrower set of interests worth protecting:
- Confidential information and trade secrets.
- Client and customer connections — relationships the person could exploit.
- Workforce stability — protecting against poaching of staff (via non-solicitation of employees).
A clause aimed at any of these has a chance. A clause aimed simply at stopping someone being a competitor does not.
The reasonableness factors
Whether a non-compete goes "no further than necessary" turns on three dimensions, judged together:
| Factor | Reasonable | Vulnerable |
|---|---|---|
| Duration | A few months, matched to how long the interest stays live | Multi-year blanket bans |
| Geography | Where the business and its clients actually are | "Worldwide" for a regional business |
| Scope of activity | The specific role or client connections | Any involvement with any competitor |
The tighter each dimension, the more likely it holds. And they interact — a longer duration might survive if the geography and activity are narrow, but a clause that's broad on all three is the classic casualty.
Field note: The instinct to draft a non-compete as widely as possible is exactly backwards. A narrow, clearly-justified clause is more valuable than a sweeping one, because the narrow one is enforceable and the sweeping one is often void in its entirety. Precision is protection here, not weakness.
Illustrative wording
Illustrative only:
"For [6] months after the Termination Date, the Employee shall not, within [the territory in which they worked in the 12 months before termination], be engaged in any business that competes with those parts of the Company's business in which the Employee was materially involved during that period."
Note how it ties duration, geography, and activity to what the person actually did — that linkage is what makes it defensible.
Related restraints, and garden leave
Non-competes rarely sit alone. Employers usually pair them with non-solicitation (of clients) and non-dealing (with clients) clauses, which are often easier to justify than a full non-compete because they're narrower. Garden leave — keeping a departing employee on payroll but away from work during notice — can achieve some of the same protection and interacts with any post-termination restraint (courts may set off garden-leave time against the restraint period).
Note that consumer and employment contexts differ from commercial ones: a non-compete between sophisticated businesses (e.g. on a sale of a business) is judged more generously than one imposed on an employee, where courts are most protective.
Where AI contract tools help
Restrictive covenants are a defined pattern, so AI contract review can reliably locate the non-compete, non-solicitation, and non-dealing clauses and extract their duration, geography, and scope for a human to assess.
What AI won't do is judge whether this restraint is reasonable for this role and interest — enforceability is a fact-sensitive legal question, and an over-broad clause the tool happily extracts may be worthless. Use AI to find and summarise; keep the "will it hold?" judgement human.
FAQ
Are non-compete clauses enforceable in the UK? Only if they protect a legitimate business interest and go no further than reasonably necessary to do so. As a restraint of trade, a non-compete is otherwise void, and the party relying on it bears the burden of justifying it.
What makes a non-compete unenforceable? Excessive duration, geography, or scope of activity — anything broader than needed to protect the legitimate interest. Courts generally won't narrow an overbroad clause to save it, so drafting too widely risks losing it entirely.
What is a legitimate business interest? Confidential information and trade secrets, client and customer connections, and workforce stability. A general wish to avoid competition is not a legitimate interest.
What's the difference between non-compete, non-solicitation, and non-dealing? A non-compete bars competing generally; non-solicitation bars approaching clients or staff; non-dealing bars doing business with them even if they approach first. The narrower restraints are often easier to enforce.
How long can a non-compete last? There's no fixed limit, but shorter is safer — often a few months, matched to how long the protected interest realistically remains live. Multi-year bans are hard to justify.
LegalAI Space's drafting and review agents surface restrictive covenants and flag them against your firm's playbook — every suggestion traceable to source. Book a 30-minute call with Daman.
Related reading
- Confidentiality clause: what it covers and common traps — protecting the information a non-compete also guards.
- Right of first refusal clause: meaning, example, pitfalls — another clause that drafts deceptively simply.
- AI contract review: how it works, and how to trust it — finding covenants like this on a first pass.