Restrictive covenants, often called non-compete clauses, are a common concern for associate dentists moving between practices. Practice owners use them to protect goodwill and patient relationships, while departing associates need to know whether a clause could limit them from working in the same area. Under UK law, and particularly the restraint of trade doctrine, restrictive covenants are not automatically enforceable. A covenant will usually only stand if it protects a legitimate business interest and goes no further than necessary.
Variables Influencing Judicial Assessment
- Geography: the reasonableness of a restricted radius is highly context-dependent. A specific mileage may be deemed reasonable in a rural setting but entirely unenforceable in a high-density urban environment, as courts assess the practical capture of competing practices and patient demographics rather than pure distance.
- Duration: extended temporal restrictions require robust justification. Courts evaluate whether the practice legitimately requires the stipulated duration to secure patient relationships.
- Seniority and influence: broad covenants are inherently more difficult to enforce against junior associates with limited influence over patient loyalty compared to high-earning associates or partners with significant personal patient followings.
Primary Classifications of Covenants
- Non-solicitation: prohibits the active approach of previously treated patients. This is generally the most straightforward restriction for a practice to legally enforce.
- Non-dealing: prohibits treating any patient who transfers to the associate’s new practice, even without solicitation. This faces higher judicial scrutiny.
- Non-compete by radius: prohibits practising within a defined geographical area. This is the most heavily scrutinised covenant and is frequently narrowed or struck down if deemed excessively broad.
Clinicians should ask their defence organisation, such as BDA Legal, Dental Protection or the DDU, to review the specific wording of any restrictive covenant before they sign or move roles. The general principles in this article are most relevant to England and Wales; dentists in Scotland should take jurisdiction-specific advice.
Frequently asked questions
Are restrictive covenants enforceable for associate dentists?
They may be enforceable only if they protect a legitimate business interest and are reasonable in scope, geography and duration.
What is the difference between non-compete and non-solicitation clauses?
Non-solicitation clauses usually prevent active approaches to patients, while non-compete clauses restrict working within a defined area.
Do the same rules apply across the UK?
The principles in this article are most relevant to England and Wales; dentists in Scotland should take jurisdiction-specific advice.
Related reading: contract red flags guidance, associate offer comparison and tax status guidance.
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