Buying a London Pet Shop, and a Non-Compete Worth the Paper

The situation

Amina and Cherise had spent six years on hotel front desks in London, working rotating shifts, weekends, and holidays. Both supervisors, both good at the job, both tired of it. What they wanted instead was something that was theirs to run on their own schedule, and after eighteen months of watching listings, they found it: an independently owned pet-supply and grooming shop with a loyal customer base built up over more than a decade under its current owner, Andre.

The price was roughly $420,000 for the business as a going concern — inventory, equipment, the lease, and the customer relationships that came with it. Andre was staying on for two weeks of transition training and then stepping away entirely. Before Amina and Cherise signed anything binding, they brought the draft agreement to Treadstone Law for review, along with the accountant's summary of the shop's finances and the lease Andre held with the plaza's landlord.

Most of the agreement was standard for a small business purchase: an itemized list of assets being sold, adjustments for inventory on closing day, and warranties from Andre about the state of the equipment and the accuracy of the financial records he had disclosed. One clause, though, stood out for being both very short and very aggressive.

What the review found

Buried near the end of the agreement was a non-compete and non-solicit clause: Andre agreed not to 'engage, directly or indirectly, in any pet-related business anywhere in the Province of Ontario, in perpetuity,' and not to contact any customer of the business 'for any purpose' for the same unlimited period.

On its face, that reads like strong protection. In practice, it was likely worth close to nothing. Restrictive covenants — clauses that restrain someone from competing or soliciting customers after a sale or an employment relationship ends — are treated by Ontario courts as restraints on a person's ability to earn a living, and they are enforced only when they are reasonable. A covenant tied to the sale of a business is given more latitude than one imposed on an employee, because the buyer is paying for goodwill and is entitled to protect what they bought. But 'more latitude' is not 'unlimited.' A clause with no geographic limit, no time limit, and a description of restricted activity broad enough to cover an unrelated pet-related job three cities away is the kind of clause a court is likely to find unreasonable — and when a business-sale covenant is found unreasonable, the usual result is that the whole clause is struck down, not narrowed to something fairer. Courts are generally reluctant to rewrite an overreaching covenant into a reasonable one; that is the parties' job at the drafting stage, not the court's job after the fact.

That meant Amina and Cherise were at real risk of ending up with no protection at all. If Andre changed his mind six months after closing and opened a similar shop a few blocks away, taking his knowledge of suppliers, pricing, and regular customers with him, an unenforceable clause would not stop him. They would have paid for goodwill they could not actually keep.

There was a second, quieter problem. The non-solicit clause referred to 'any customer of the business,' without saying whether that meant the customer list being transferred as part of the sale, or customers Andre might deal with in some future, unrelated venture years later. Vague scope creates the same enforceability risk as no scope: a court asked to interpret an unclear restriction tends to interpret it narrowly, against the person trying to rely on it.

What we did

1. Identified the enforceability risk before it became the couple's problem. Rather than treating the clause as boilerplate to accept because it appeared in a standard-looking template, our team flagged it as the single highest-risk term in the agreement and explained, in plain terms, why a non-compete written this broadly does not protect a buyer at all — it invites a court to strike the whole thing down rather than enforce even the reasonable core of it, leaving Amina and Cherise with nothing to fall back on.
2. Proposed a defined geographic radius tied to where the business actually competes. Instead of a province-wide restriction that would have stopped Andre from working in an unrelated pet business hundreds of kilometres away, the clause was narrowed to a radius around the shop's location in London, reflecting the area its customers realistically came from. We pulled the shop's own delivery and customer address records to justify the specific distance chosen, so the radius was tied to real business data rather than a round number picked out of the air.
3. Proposed a fixed, reasonable term. 'In perpetuity' was replaced with a set number of years, long enough to let Amina and Cherise establish the business on their own footing and for Andre's personal relationships with former customers to naturally fade, but short enough that a court reviewing it later would see it as tied to a genuine transition period rather than a lifetime ban that outlives any legitimate need for protection.
4. Narrowed the restricted activity to the actual business being sold. The clause was rewritten to cover pet-supply retail and grooming services specifically, rather than any 'pet-related business,' a phrase broad enough to have arguably captured a veterinary receptionist job or a dog-walking side gig that posed no real competitive threat to a retail shop. Narrowing the activity this way also made the clause easier to defend later, since a court would immediately see it tracked the goodwill actually purchased.
5. Tied the non-solicit to the transferred customer list. The clause was rewritten to restrict Andre from soliciting only the specific customers whose contact information and purchase history were being sold as part of the business, rather than an undefined universe of anyone who had ever bought a bag of dog food from him at any point over the shop's decade of operation. That distinction mattered because a non-solicit clause tied to a defined, transferred asset is far more defensible than one tied to an open-ended category of people.
6. Added a carve-out for unrelated future employment. Language was added confirming Andre could take a job or start a business outside the pet-supply and grooming trade without breaching the agreement, closing off any argument that the clause reached further than the goodwill actually being purchased. This carve-out also made the clause more palatable to Andre's own advisor, since it showed the narrowing was principled rather than simply an attempt to extract every possible concession.
7. Sent the revised clause back through the seller's side before closing. The narrower version was presented to Andre as a fair trade: a clause with real teeth, in exchange for one his own advisor would find easier to accept than an obviously overreaching draft that put the whole agreement's enforceability at risk. Andre agreed within a few days, and the revised term was incorporated into the final agreement well ahead of the scheduled closing date roughly five weeks later.

The outcome

The deal closed on schedule. Amina and Cherise took over the shop with a non-compete and non-solicit clause that was specific enough in scope, geography, and duration to have a real chance of being enforced if it were ever tested — rather than one that looked strong on paper but would likely have evaporated the moment it mattered.

Nothing dramatic happened afterward, which is the point of this kind of prevention work. Andre completed his two weeks of training, stayed in touch informally as a reference for suppliers, and, as far as Amina and Cherise are aware, has not opened anything resembling the business he sold them. About a year and a half after closing, he mentioned to Amina that he had looked briefly at a franchise opportunity in an entirely different retail category before deciding against it — a reminder that the clause was doing quiet, background work even when it was never actually invoked.

The couple did not get a windfall or win a fight. They got what they paid for: goodwill that stayed protected, and a document that would have stood up if it had ever needed to. The alternative — discovering eighteen months in that the clause they were relying on was unenforceable, after a competing shop had already opened nearby — would have been a far more expensive lesson, and one with no real fix available after the fact.

What you can learn from this