Bisa ng non-compete o non-involvement clause sa kontrata

ni Atty. Persida Rueda-Acosta @Magtanong Kay Attorney | June 11, 2025

Dear Chief Acosta,

Nang ibigay ko ang resignation letter ko, pinaalalahanan ako ng aming Human Resource personnel patungkol sa non-compete clause na nakasaad diumano sa kontrata ko. May bisa ba ang nasabing clause? — Jake

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Dear Jake, 

Kinikilala ng ating batas na ang mga partido sa isang kontrata ay maaaring magtatag ng mga itinatakda, mga sugnay, mga tuntunin, at mga kondisyon, basta’t hindi ito labag sa batas, moralidad, mabuting kaugalian, kaayusan ng publiko, o patakarang pampubliko.

Kaugnay nito, sa kasong Daisy B. Tiu vs. Platinum Plans Phil. Inc., G.R. No. 163512, 28 February 2007, sa panulat ni Honorable Associate Justice Leonardo A. Quisumbing, kung saan pinasyahan na:

“As early as 1916, we already had the occasion to discuss the validity of a non-involvement clause. In Ferrazzini v. Gsell, we said that such clause was unreasonable restraint of trade and therefore against public policy. In Ferrazzini, the employee was prohibited from engaging in any business or occupation in the Philippines for a period of five years after the termination of his employment contract and must first get the written permission of his employer if he were to do so. The Court ruled that while the stipulation was indeed limited as to time and space, it was not limited as to trade. Such prohibition, in effect, forces an employee to leave the Philippines to work should his employer refuse to give a written permission. xxx

Conformably then with the aforementioned pronouncements, a non-involvement clause is not necessarily void for being in restraint of trade as long as there are reasonable limitations as to time, trade, and place.

In this case, the non-involvement clause has a time limit: two years from the time petitioner’s employment with respondent ends. It is also limited as to trade, since it only prohibits petitioner from engaging in any pre-need business akin to respondent’s.