A waiver of contract occurs when a party to a contract waives or gives up one or more rights or benefits it has under the terms of the contract. A party generally does not waive its rights unless the waiver is made voluntarily and with knowledge of the rights being waived—known as a “knowing and voluntary relinquishment of rights.”

Contracts often include a non-waiver paragraph or provision stating that a party’s (or the parties’) failure to pursue or exercise certain rights under the contract does not constitute a waiver of those or other rights under the contract. Such non-waiver provisions are common in insurance contracts and other commercial contracts.

In Minnesota, a waiver of contract rights must be a knowing and voluntary relinquishment of those rights. This means that the party waiving the rights must do so with full awareness of the rights in question and without any coercion. The courts in Minnesota will generally uphold waivers if they are clear and unambiguous, and if they demonstrate that the waiving party intended to forgo the rights. Additionally, Minnesota recognizes non-waiver provisions in contracts, which specify that the failure to enforce or exercise certain rights does not amount to a waiver of those rights or any other rights under the contract. Such provisions are designed to protect parties from inadvertently losing their rights due to inaction or delays in enforcement. These non-waiver clauses are particularly prevalent in insurance and commercial contracts, providing assurance that parties can enforce their rights at a later time without being deemed to have waived them by not acting sooner.