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 Missouri, a waiver of contract rights occurs when a party intentionally relinquishes a known right or conducts itself in such a manner that would lead the other party to believe a right has been relinquished. This must be a voluntary and intentional act, and the party waiving the right must have full knowledge of their right to enforce the terms of the contract. Missouri courts generally uphold waivers if they are clear and unambiguous. Non-waiver clauses are also recognized in Missouri and are commonly included in contracts to clarify that the failure to enforce a right or provision does not amount to a waiver of that or any other right. Such clauses help to protect parties from inadvertently losing their rights through inaction or forbearance. However, the specific enforceability of any waiver or non-waiver provision may depend on the particular circumstances and the language of the contract. It is advisable for parties to consult with an attorney to understand the implications of waivers and non-waiver clauses in their contracts.