A Winnipeg real-estate team could not enforce an open-ended claim to commissions on future transactions after a realtor left, but it succeeded in defending a separate one-year non-solicitation clause.
The mixed ruling in Moore et al. v. Eagle et al., 2026 MBKB 116, delivered August 27, 2026, by the Court of King’s Bench of Manitoba, resolved the enforceability of two contractual provisions on competing summary-judgment motions. It did not determine every outstanding issue or award damages.
A realtor’s departure triggered two different obligations
Drew Eagle joined the Moore Group under a November 2017 agreement as an independent contractor and left effective October 2, 2023. The Moore Group was a team within a brokerage, not itself a brokerage. During their nearly six-year relationship, both sides contributed to advertising that promoted Eagle.
The agreement claimed continuing rights over transactions resulting directly or indirectly from deals Eagle completed while on the team. It described those secondary transactions as belonging to the Moore Group indefinitely. If a former or prospective client contacted Eagle after departure, the clause required notice within 48 hours and the prior commission-sharing structure: 50 per cent of net commission plus GST for purchases and 40 per cent plus GST for listings. Listings were to remain managed by the Moore Group.
A separate clause applied for one year after departure in Winnipeg and five surrounding rural municipalities. It prohibited solicitation of specified clients, businesses and other contacts, conduct detrimental to the team’s business or relationships, and use of service providers the team had used. The restrictions were therefore broader in their wording than a simple promise not to approach one named client.
The defendants argued that the commission clause was vague, lacked time and geographic limits and restricted business rather than merely attaching a financial consequence. They also attacked the non-solicitation clause as too broad. The plaintiffs said the commission provision fairly compensated them for relationships and opportunities the team had helped create, and that the separate non-solicitation protection was reasonable.
Clear wording and reasonable scope were both required
Justice Chartier found the affidavits, cross-examinations and agreement sufficient to decide the two clauses without a trial. The legal analysis first required interpreting the contract and then assessing whether the restrictions were reasonable in the parties’ interests.
That assessment asked whether there was a proprietary interest deserving protection, whether the time or geographic limits were excessive, and whether the provision restrained competition generally rather than protecting against client solicitation. An unresolved ambiguity about the prohibited activity, period or geography made it impossible to show that a restraint was reasonable.
Although Eagle was an independent contractor, the court treated that relationship like employment for this restrictive-covenant analysis, rather than like the sale of a business. That meant more rigorous scrutiny. The ruling did not reclassify him as an employee for all legal purposes.
The commission clause reached an uncertain, unlimited group
The judge rejected the argument that the commission clause merely imposed a financial obligation. Its significant conditions affected a potentially large, open-ended group of people connected to the Moore Group. Together with the absence of time and territorial limits, that made it a restraint on trade.
The language did not clearly identify the relevant clients or transactions. It was uncertain whether former clients meant Eagle’s clients or any Moore Group clients; prospective clients was undefined; and describing transactions as secondary did not explain how far an indirect connection to earlier deals could extend.
The Moore Group argued that the clause was narrowed by its connection to deals Eagle completed while still on the team. The judge did not accept that reading. The following subclause applied after termination without the same express connection, and had no time limit. Moore’s explanation that later referred clients were included illustrated how broadly the provision could be understood.
Even if the wording had been clear, the court found the commission clause unreasonable. The asserted proprietary interest in undefined future transactions and prospective clients was too extensive, the customer group was not geographically confined, and the obligation could continue indefinitely. The court could not rewrite an unreasonable restriction by choosing a new time limit for the parties.
The narrower protection remained enforceable
The non-solicitation clause produced a different result. The judge found that the Moore Group had a legitimate proprietary interest in its client base and that this provision was sufficiently clear, with reasonable geographic limits and a one-year duration.
The judge also found that the relevant clients could be identified through a property’s multiple-listing-service history. Unlike the indefinite commission obligation, the non-solicitation clause did not prevent Eagle from competing generally. The court therefore upheld it rather than treating both post-departure provisions as equally defective.
Eagle’s real-estate corporation, his subsequent business associate Nick Bergmann and Bergmann’s corporation were not parties to the agreement and were not bound by its terms. That contractual distinction remained separate from the ruling on whether the clauses themselves were valid.
The commission clause was declared invalid and unenforceable; the non-solicitation clause was declared valid and enforceable. Costs were left to agreement or further submissions. The decision does not establish that every post-departure commission arrangement fails, or that a one-year restriction is automatically valid: the wording, protected interest and scope of each provision drove the contrasting results.
