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 Rhode Island, a waiver of contract is recognized when a party intentionally relinquishes a known right or conducts itself in such a manner that would indicate the abandonment of a right under the contract. This must be done voluntarily and with the full knowledge of the rights being waived. Rhode Island courts will generally uphold waivers if they are clear and unambiguous, and the waiving party had the intent to waive its rights. Non-waiver clauses are also enforceable in Rhode Island. These clauses specify 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 provisions help parties avoid unintended waivers and are particularly common in insurance and commercial contracts. However, the specific enforceability of any waiver or non-waiver provision may depend on the circumstances of each case and the language of the contract.