Executive Summary: Key Legal and Evidentiary Issues

• Enforceability of restrictive covenants arising from a commercial sale versus employment context

• Whether Dentalcorp established a strong prima facie case of breach by Dr. Minhas through his franchise and clinic operations

• Assessment of irreparable harm in the context of competitive commercial activity in the dental industry

• Scope and interpretation of injunction terms, including restrictions on franchise agreements

• Court’s discretion to clarify or vary injunction orders post-judgment

• Leave to appeal criteria for interlocutory injunction orders and their application to this case

Facts and outcome of the case

Background
Dentalcorp Health Services Ltd., a national network of dental practices, purchased five dental clinics in Prince George, British Columbia, from Dr. Jasdip Minhas and related corporate entities. Under the sale and a related Services Agreement, Dr. Minhas received approximately $11 million in cash and share value, remained in a managerial role with Dentalcorp, and agreed to restrictive covenants. These covenants prohibited him from engaging in or managing any competitive dental business within 10 km of the sold clinics and restricted his acquisition, consolidation, or management of competitive businesses anywhere in British Columbia for three years after termination of the agreement.

Over time, disputes arose over Dr. Minhas’s business activities, particularly his proposed acquisition of the Southridge Clinic (within the restricted radius) and the launch of “Smili Dental,” a franchise model assisting dentists in establishing practices. Dentalcorp alleged these ventures, including clinics in Powell River and a planned Pine Centre Clinic in Prince George, breached the restrictive covenants. On June 24, 2024, Dentalcorp terminated the Services Agreement and filed an action in the Supreme Court of British Columbia to enforce the covenants.

The injunction proceedings
Dentalcorp applied for an interlocutory injunction in July 2024 to restrain Dr. Minhas from operating or being involved with competitive clinics. After a September 2024 hearing, the BCSC granted the injunction on November 1, 2024. The judge found a strong prima facie case that the restrictive covenants were enforceable and breached, particularly regarding the Pine Centre Clinic and Powell River Clinic. The judge concluded irreparable harm would result without the injunction and that the balance of convenience favoured Dentalcorp.

The order was later clarified in March 2025 after further hearings, specifying that entering into or applying the Smili Dental Standard Franchise Agreement fell within the prohibited activities. The judge rejected Dr. Minhas’s broader clarification requests, stating the injunction terms were clear and that his franchising role constituted prohibited management activity.

The appeal application
Dr. Minhas applied to the Court of Appeal for leave to appeal and for a stay of the injunction. He argued that the covenants were ambiguous, that irreparable harm was not established, that the balance of convenience was wrongly assessed, and that the court erred in clarifying the order. The Court of Appeal, in a decision dated August 12, 2025, dismissed the leave application. The court found no arguable errors of law or palpable and overriding factual errors, holding that the lower court’s decisions were entitled to deference.

Outcome
The winning party was Dentalcorp Health Services Ltd. and its co-respondents. The injunction remains in force, restraining Dr. Minhas’s competitive and franchise activities as specified. No damages were awarded in this decision, but the Court of Appeal ordered that the respondents receive their costs of the application. The broader dispute remains pending at the trial court stage, with no trial date scheduled.