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 is recognized when a party intentionally relinquishes a known right or conducts itself in such a manner that would reasonably be interpreted as relinquishing a right, and it does so voluntarily. This means that for a waiver to be effective, the party waiving the right must have full knowledge of their right and must choose to waive it without coercion. Missouri courts will generally uphold waivers that are clear and unambiguous. Additionally, non-waiver clauses are enforceable in Missouri. These clauses state that the failure to enforce a right or provision does not affect the right to enforce it later. Such clauses are designed to prevent a party from inadvertently waiving their rights through inaction or forbearance. These provisions are particularly common in insurance and commercial contracts, where they help to maintain the contractual rights despite occasional non-enforcement of certain terms.