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 to relinquish specific rights or benefits under the contract. This is consistent with general contract law principles that require an intentional and clear relinquishment of a known right. Minnesota courts will typically uphold waivers that are expressly stated in the contract and made without coercion or duress. Additionally, non-waiver clauses are commonly included in contracts to clarify that the failure to enforce a right or provision does not amount to a waiver of that right or any future rights under the contract. Such clauses help to prevent unintended waivers and are enforceable under Minnesota law, provided they are part of a valid contract and are not contradicted by the parties' conduct. In commercial and insurance contracts, these non-waiver provisions are particularly prevalent to maintain the integrity of the contractual terms over the life of the agreement.