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 made knowingly and voluntarily, which means the party waiving the rights must do so with full awareness and intention. This principle is designed to protect parties from unintentionally giving up legal rights or benefits that they are entitled to under a contract. Minnesota courts will generally uphold waivers if they are clear and unambiguous, and if they demonstrate that the waiving party intended to relinquish specific rights. Additionally, Minnesota contracts often include non-waiver clauses that specify that the failure to enforce or exercise rights or remedies does not constitute a waiver of those rights at any future time. Such clauses are enforceable and help ensure that parties cannot claim a waiver has occurred due to inaction or silence. These provisions are particularly prevalent in insurance and commercial contracts to prevent any misunderstanding about the parties' rights and obligations.