Contractual Waiver
A Contractual Waiver is a Legal Agreement that nullifies certain contractual obligations or rights.
- AKA: Waiver Clause.
- Context:
- It can (often) be a voluntary relinquishment or abandonment of a known right or claim by one of the parties involved in a contract.
- It can typically apply to various contractual rights, such as the right to enforce a late payment penalty or the right to terminate the contract under specific conditions.
- It can often prevent a party from later asserting a right they have previously waived, effectively altering the terms of the contract through mutual agreement.
- It can be critical in situations where a party's conduct leads to the assumption that they will not enforce certain rights, potentially impacting the overall enforcement of the contract.
- It can range from being a Voluntary Contractual Waiver to being a Involuntary Contractual Waiver.
- ...
- Example(s):
- A supplier waives the right to impose a late fee on a client who consistently pays late, by not enforcing the late payment penalty clause over several months.
- A landlord waives the right to terminate a lease for late rent payments by accepting the late rent without objection over a prolonged period.
- a Liability Waiver,
- a Waiver-of-Rights,
- a Waiver-of-Claims,
- a Non-Enforcement Clause,
- a Right of First Refusal.
- ...
- Counter-Example(s):
- See: Contractual Estoppel, Estoppel, Indemnity Clause, Terms and Conditions, Disclaimer-of-Reliance Clause.
References
2024a
- (ChatGPT-OpenAI, 2024) ⇒ Prompt: Summarize the concept Contractual Waiver in 1- 2 paragraphs. ChatGPT (model:gpt-4o). Retrieved: 2024-08-18.
- QUOTE: A "Contractual Waiver" is a voluntary relinquishment or surrender of some known right, claim, or privilege between parties in a contractual agreement. Essentially, it is an acknowledgment that one party will not enforce a particular provision or will forego certain rights specified in the contract. This might be done for various strategic or practical reasons, such as maintaining a business relationship, avoiding litigation, or accommodating unforeseen circumstances. The waiver can be explicit, clearly articulated in writing, or implicit, inferred from the actions and conduct of the parties involved.
The enforceability of a contractual waiver largely depends on the clarity and mutual understanding of the waived rights, and it must meet the general requirements of a contract, including offer, acceptance, and consideration. Courts typically require that the waiver be made knowingly and voluntarily, without coercion or duress. It is crucial for the waiving party to fully understand the impact of the waiver since it often precludes them from later invoking the waived right. Some contracts include specific waiver clauses that outline how and under what circumstances waivers can be applied, adding an additional layer of clarity and predictability to the contractual relationship.
- QUOTE: A "Contractual Waiver" is a voluntary relinquishment or surrender of some known right, claim, or privilege between parties in a contractual agreement. Essentially, it is an acknowledgment that one party will not enforce a particular provision or will forego certain rights specified in the contract. This might be done for various strategic or practical reasons, such as maintaining a business relationship, avoiding litigation, or accommodating unforeseen circumstances. The waiver can be explicit, clearly articulated in writing, or implicit, inferred from the actions and conduct of the parties involved.
2024b
- (ContractKen, 2024) ⇒ https://www.contractken.com/glossary/waiver. In: ContractKen Glossary. Retrieved: 2024-08-18.
- QUOTE: A waiver refers to the voluntary relinquishment or abandonment of a right or claim by one party. It is a common legal term that holds significant importance in commercial contracts. This article will provide a concise overview of the definition of waiver, offer a couple of examples of how it is handled in commercial contracts, and highlight the key elements to consider while drafting a waiver clause.
In the context of contracts, a waiver is an intentional act by which a party voluntarily gives up a right or claim. It is typically expressed in writing or through the conduct of the party. A waiver can be temporary or permanent, and it often requires consideration (i.e., something of value exchanged between the parties).
Key elements of a well-drafted Waiver Clause:
- Scope of Waiver: Clearly defining the specific rights, privileges, or claims being waived, and any limitations or exceptions to the waiver.
- Voluntary and Informed Nature: Establishing that the waiver is being granted voluntarily and with full knowledge and understanding of the rights being relinquished.
- Consideration: Specifying any consideration or exchange of value received in return for granting the waiver, if applicable.
- Non-Waiver Provisions: Including language clarifying that the waiver is limited to the specific circumstances outlined and does not constitute a waiver of any other rights or future claims.
- QUOTE: A waiver refers to the voluntary relinquishment or abandonment of a right or claim by one party. It is a common legal term that holds significant importance in commercial contracts. This article will provide a concise overview of the definition of waiver, offer a couple of examples of how it is handled in commercial contracts, and highlight the key elements to consider while drafting a waiver clause.
- Severability: Ensuring that the waiver clause can be severed from the rest of the contract if found to be unenforceable, without affecting the validity of the remaining provisions.
2023
- (Denne, 2023) ⇒ Alex Denne (2023). "Use a Waiver". In: Genie AI Blog.
- QUOTE: Definitions:
- Waiver: An official document signed by two or more parties in order to release, cancel, or forgo a right or obligation.
- General Waiver: A document used to waive rights or obligations in a general sense.
- Waiver of Liability: A document used to waive liability for any damages that may arise from an event or agreement.
- Waiver of Rights: A document used to waive certain rights due to one or more parties.
- Waiver of Claims: A document used to waive any claims that may be made against one or more parties.
- Definition of “Waiver”
- Understand what a waiver is: a legal document that explicitly states the relinquishment of a right or privilege
- Learn the two types of waivers: voluntary and involuntary waivers
- Find out the purpose of a waiver: to protect a person or organization from legal consequence
- Know how a waiver is created: by signing a document that acknowledges the waiver of a legal right
- Recognize the effects of a waiver: the waiver must be legally binding and cannot be revoked
- QUOTE: Definitions:
2022
- (UpCounsel, 2022) ⇒ "Waiver Contract: Everything You Need to Know". In: UpCounsel, updated on September 19, 2022.
- QUOTE: A waiver of contract can happen if the party deliberately fails to take certain actions or takes a positive act to waive the terms of a contract. In order to constitute a legal release or waiver of the contract rights, this action must be intentional and voluntary.
For example, if someone received goods but chose to reject the goods at the time of delivery or turn away the person delivering the goods, this could be considered a waiver of contract. Another way to waive the contract would be to prepare a written notice of rejection of the goods. However, if the same person refused the goods by accident because they believed they were a different type of product, this would not be considered a contract waiver because the person didn't act intentionally or voluntarily.
The laws around contracts vary between states. Any contract questions or issues, including a waiver of contract, should be discussed with a lawyer in your area who understands that state's contract laws.
- QUOTE: A waiver of contract can happen if the party deliberately fails to take certain actions or takes a positive act to waive the terms of a contract. In order to constitute a legal release or waiver of the contract rights, this action must be intentional and voluntary.