Who Owns the Client? Understanding Non-Solicitation Clauses for RMTs in Ontario
- Delta Law
- Jun 1
- 4 min read
When a Registered Massage Therapist leaves a clinic or wellness center, one of the most common questions is simple but critical: “Can I contact my clients after I leave?” The answer depends on the wording of your contract, the expectations of the College of Massage Therapists of Ontario (CMTO), and the principles of Ontario contract law.
This article explains how non-solicitation clauses and client ownership rules apply to RMTs, how to stay compliant with the CMTO, and how to protect both your business and your professional reputation.
Why Non-Solicitation Clauses Exist
Clinics and spas often invest time and money in marketing, advertising, and administration to build a loyal client base. To protect that investment, they include non-solicitation clauses in their contracts. These clauses are meant to prevent departing therapists from encouraging clients to leave the clinic or follow them to a new practice.
However, non-solicitation clauses cannot override an RMT’s professional responsibilities under the CMTO’s Standards of Practice. Therapists still have ethical and legal obligations to ensure clients receive continuity of care and are informed when their therapist leaves a clinic.
The challenge is balancing these competing interests.
Understanding What “Solicitation” Means
Solicitation generally refers to actively seeking business from another person’s clients. For example, if an RMT emails or messages clinic clients encouraging them to book at their new location, that would be considered solicitation.
Simply informing clients that you are no longer working at the clinic, or responding to a client who reaches out voluntarily, is not solicitation. Courts in Ontario have held that neutral communication that does not pressure or encourage a client to switch providers is permissible.
In the health-care context, communication must also comply with privacy and consent laws under PHIPA and with CMTO expectations about professionalism and patient autonomy.
CMTO Standards on Client Notification and Continuity of Care
The CMTO expects therapists to ensure that clients are not abandoned or left without access to their treatment information. According to Standard 6.4 of the CMTO Standards of Practice, RMTs must take reasonable steps to provide clients with information about how to continue care or access their records after a therapist leaves a clinic.
If the clinic refuses to inform clients or prevents reasonable communication, the therapist may contact clients directly to provide factual information such as new contact details or how to obtain their records. The purpose of this contact must be to ensure continuity of care, not to solicit business.
Therapists should keep copies of these communications and ensure they are respectful, factual, and limited to what is necessary to meet professional obligations.
Drafting Fair Non-Solicitation Clauses
Non-solicitation clauses should be clear, specific, and limited in scope. Vague or overly broad restrictions are often unenforceable.
A fair clause typically defines:
Duration: Reasonable limits, often six to twelve months after departure.
Scope: Applies only to clients you personally treated or who became clients through the clinic.
Prohibited Actions: Restricts direct solicitation, not general advertising or neutral client communication.
Clauses that prevent an RMT from working within a geographic area or from accepting clients who contact them on their own may be considered overly restrictive and contrary to CMTO obligations.
Working with a lawyer to review or draft these clauses ensures that your contract is enforceable and compliant with both employment and professional regulations.
Client Ownership and Recordkeeping
Client records belong to the custodian responsible for their creation and maintenance. In most cases, this is the clinic or the RMT, depending on who created and controls the records.
If the clinic owns the records, the RMT must ensure clients can still access their information after departure. If the RMT is the record custodian, they must comply with PHIPA record retention rules and maintain confidentiality.
Ownership of client lists is a common source of conflict. The safest approach is to address it clearly in the contract. Specify who maintains records, how they can be transferred, and how clients will be notified if the therapist leaves.
When Disputes Arise
If a clinic claims that a departing RMT violated a non-solicitation clause, courts will examine the clause’s wording, its reasonableness, and whether the communication actually qualifies as solicitation.
Ontario courts have consistently refused to enforce clauses that are vague, excessive in duration, or contrary to public policy. In the healthcare setting, client choice and access to care carry significant weight.
In many cases, respectful and transparent communication between the therapist and the clinic can prevent disputes before they escalate.
Building Balanced Agreements
Whether you are joining a clinic or hiring therapists, balanced agreements protect both parties. For RMTs, a well-drafted contract preserves your right to professional independence and compliance with CMTO rules. For clinics, clear non-solicitation language safeguards legitimate business interests without overreaching.
Contracts should always:
Define client ownership and recordkeeping responsibilities.
Distinguish between neutral client communication and solicitation.
Address privacy obligations under PHIPA.
Include a fair and reasonable duration for any restrictions.
Having these points in writing minimizes confusion and builds trust on both sides.
Non-solicitation clauses are not meant to prevent RMTs from building independent practices, but to set fair boundaries that protect both the clinic and the therapist. The key is balance, clarity, and respect for client autonomy.
Before signing or leaving a clinic agreement, take time to understand your contractual and regulatory obligations. Legal review ensures that your contract aligns with CMTO standards and supports both professional ethics and business success.
