In the previous posts, we’ve examined how courts presume customer goodwill belongs to employers and how the “earn a livelihood” standard sets the bar far too low for protecting employee rights. Now let’s look at an older case that got closer to the truth: Singer v. Habif, Arogeti & Wynne, P.C., 250 Ga. 376, 297 S.E.2d 473 (1982).
Singer was a CPA who worked for HAW, an accounting firm. When he left, HAW sought to enforce a restrictive covenant that prohibited Singer from soliciting or accepting employment from any current clients of the firm. The Georgia Supreme Court struck down the covenant—and in doing so, articulated principles that should govern all professional goodwill cases.
The Court’s Core Insight
The court began by acknowledging the employer’s legitimate interests. HAW had placed Singer in a position of trust and confidence. Through the “intimate nature of the professional-client relationship,” Singer had gained “a degree of trust, confidence, and rapport with his clients.” The firm needed protection against the risk that an accountant might “abuse the trust placed in him and use his intimacy with various clients to appropriate or ‘pirate’ them for his own benefit.”
So far, this sounds like every other restrictive covenant case. The employer invested in the relationship, the employee gained access to clients, and the employer deserves protection. But then the court made a critical distinction.
The problem with HAW’s covenant wasn’t just that it prohibited solicitation—it prohibited Singer from accepting employment from clients. Even if a client independently sought out Singer’s services without any contact from him, the covenant would bar him from working with that client. This, the court held, went too far.
Here’s the key passage: “Without the benefit of the trust and confidence built up through the professional-client relationship, [Singer] does not have the ability to unduly influence clients for his own benefit; and therefore, he does not hold an unfair competitive edge over [HAW] in relation to those clients from which [HAW] would need protection.”
What This Actually Means
The court recognized something fundamental: when a client independently chooses to follow a professional, that choice reflects the client’s judgment about who provides value. It’s not “pirating” or “appropriation.” It’s the market working as it should.
The trust, confidence, and rapport Singer built with clients—that’s his goodwill. It flows from his professional skill, judgment, and service. HAW facilitated the initial introduction, yes. But the ongoing relationship, the client’s loyalty, the client’s decision to seek out Singer after he left—those belong to Singer, not HAW.
Think about what the court is saying: A professional builds trust through competent service. When clients independently decide they want to continue working with that professional, they’re not being “unduly influenced.” They’re exercising informed choice based on their experience. That’s not an unfair competitive advantage—it’s the advantage every professional should have when they do excellent work.
What Lessons can we take from Singer.
First, goodwill built through professional skill belongs to the professional. When clients choose to follow a professional based on their experience with that person’s work, that’s not appropriation—it’s recognition of merit.
Second, there’s a meaningful distinction between solicitation and acceptance. Courts can protect employers against active client-raiding while still allowing professionals to serve clients who independently seek them out.
Third, client choice matters. When clients exercise independent judgment about who to hire, the law should respect that choice rather than treating it as the employer’s property right.
Fourth, the public interest is served when professionals can serve the clients who trust them. Restrictive covenants that prevent this harm not just the professional but the consuming public.
Singer is a Georgia case, but its principles should apply everywhere. The insight that professional goodwill belongs to the professional when clients exercise independent choice isn’t Georgia-specific—it’s a fundamental truth about how professional relationships work.
