How do my restrictive covenants impact joining a fee share firm? 

Making a move to a new firm, particularly a fee share, can stir up excitement and nerves in equal measure. “Will my clients come with me?” “Can I make it work financially?” These questions are completely normal, and you’re not alone. Every partner who has joined gunnercooke has stood in your shoes. Time and again, we’ve seen clients follow lawyers, not logos, because relationships are built with people, not firms. 

Still, it’s important to take care when it comes the practical side of moving your practice. Here are our top tips from on what to consider when it comes to your contract and restrictive covenants and how to navigate them when moving to a fee share law firm like gunnercooke.  

Preparing Your Exit 

The first step is crafting a clear, professional exit strategy. Aim to leave on good terms; maintaining positive relationships benefits everyone, especially you. 

Before giving notice, review your partnership agreement or employment contract. Understand what’s required of you, and what your current firm might do to protect its interests. 

Notice Periods and Garden Leave 

Be sure to provide the correct notice and check if your contract includes a garden leave clause. This allows your firm to keep you away from work during your notice period, while still on payroll. 

If invoked, garden leave can reduce the length of any post-termination restrictions. If your agreement doesn’t include this reduction, you may be able to negotiate it. 

Understanding Restrictive Covenants 

Restrictive covenants can seem intimidating, but don’t panic. While they may appear strict, they’re not always enforceable. In reality, litigation is rare, and many clauses are poorly drafted or overreaching. 

Here’s a breakdown of the most common types: 

1. Non-Solicitation 

Prevents you from actively inviting clients to follow you. However, not all contact is banned. These clauses must be time-limited and usually only apply to clients you’ve worked with recently. 

2. Non-Dealing 

Blocks you from working with certain clients, even if they approach you. These are tougher to enforce since they limit the client’s freedom of choice. Again, they must be limited to recent client relationships and drafted clearly. 

3. Non-Poaching / Non-Employment 

Restricts you from encouraging colleagues to join you. These clauses must be proportionate, typically limited to people you’ve worked closely with in the past 6–12 months. Overly broad clauses that apply to all staff are unlikely to hold up. 

4. Non-Compete 

The most restrictive, and the hardest to enforce. These prevent you from working in a competing role or geographical area. Unless very narrowly drafted, courts are reluctant to uphold them. 

Prospective Clients & Confidentiality 

Some clauses may attempt to cover prospective clients, but these must be very carefully written and typically only apply if the relationship was nurtured using your former firm’s resources. 

Regardless of covenants, you must never take or use confidential materials, client files, strategies, templates, or lists, without permission. We can support a compliant, confidential client transfer process if needed. 

Are Covenants Enforceable? 

The default position is that post-termination covenants are not enforceable unless they’re reasonable, necessary, and properly incorporated. Here’s what the courts look at when assessing enforceability: 

Duration: Typically, no more than 6 months for employees. 

Geographical Scope: Narrower is better. 

Specificity: Vague or overly broad clauses are often unenforceable. 

Seniority: Junior employees usually get more leeway. 

Context: Covenants given mid-employment must be supported by something new (e.g., a promotion or raise). 

Business Justification: Protection of genuine interests like client relationships, not just stifling competition. 

Signed Agreement: You must have agreed to the terms clearly and in writing. 

FAQs 

1. Do covenants still apply if I’m made redundant or resign? 

Yes, unless the firm breaches the contract (e.g., wrongful dismissal), valid covenants still apply. 

2. Where do I find my covenants? 

Look in your employment contract, offer letter, or staff handbook. If they’re spread across documents, enforceability may be in doubt. 

3. What if I breach a covenant? 

If enforceable, your old firm could seek legal remedies, though this is rare. The smarter move? Get legal advice and negotiate. 

4. Do I need to stay put if my covenants seem enforceable? 

Not necessarily. We’ve seen many successful exits, even when covenants exist. These situations can often be resolved commercially. 

5. What if I don’t have any restrictive covenants? 

That’s great news! But you’re still bound by confidentiality obligations, which continue after you leave. 

Ready to make the move?  

Restrictive covenants shouldn’t hold you back, they should simply be understood. At gunnercooke, we’re experienced in navigating transitions like yours. If you’re ready to explore your next chapter with us, let’s have a conversation.