Court narrows TM Insight's non-compete, urging HR to rethink executive restraints
A recent Federal Court decision has set clear boundaries on how far Australian companies can go in restricting former executives from joining competitors, sending a strong message to HR leaders across the country.
On November 7, 2025, Justice Bromwich handed down a ruling in Moroney v TM Insight Operations Pty Ltd, a case that examined the enforceability of non-compete clauses in executive contracts. The dispute centered on Jack William Moroney, a real estate agent specializing in industrial property, who was employed by TM Insight Operations Pty Ltd from January 31, 2020, to February 13, 2025. TM Insight Operations provides supply chain, project management, and property advisory services to industrial real estate clients, and is ultimately owned by TM Insight Holdings Pty Ltd.
Moroney’s involvement with TM Insight began when he joined as Director Property and, through his company Industrial Property Solutions Pty Ltd (IPS), became a shareholder in TM Insight Holdings. In connection with a share sale to private equity firm Next Capital, IPS received just over $5 million and later contributed just over $750,000 to the acquisition of XAct Solutions Pty Ltd, resulting in additional shares valued at about $2.9 million.
After his employment ended, Moroney challenged the validity of restraint of trade clauses in both his employment agreement and the shareholders’ deed. These clauses included cascading provisions that could restrict him from competing with TM Insight or soliciting its clients for up to five years, depending on various circumstances.
Moroney argued that the restraints were too broad and uncertain, making it difficult to determine when and how they applied. He also contended that the restrictions would prevent him from working in his field and using his skills, even those acquired before joining TM Insight.
Justice Bromwich found that while some restraint provisions were too broad and therefore invalid, others were enforceable to a limited extent. The court held that only a six-month restraint after IPS ceases to be a shareholder in TM Insight Holdings was reasonable and enforceable. The definition of “Identified Prospective Client” was found void for uncertainty. Longer restraint periods, both in the shareholders’ deed and the employment agreement, were deemed more than reasonably necessary to protect the company’s legitimate interests and thus invalid.
For HR professionals, the decision offers important guidance. It highlights the need for clear and reasonable post-employment restraints that protect business interests without overreaching. The ruling also emphasizes the importance of clarity in defining restraint periods and client relationships, as courts may strike down or limit overly broad provisions.
The case is not fully resolved; the court ordered the parties to confer and submit any proposals to vary the declarations within 14 days of the judgment, with further case management and possible mediation to follow. For HR leaders, the takeaway is clear: review executive contracts to ensure restraint clauses are fair, specific, and likely to withstand legal scrutiny.
