Jurisdiction(s):
United Kingdom

Key definition

Waiver definition

What does Waiver mean? In practice, waiver describes a party choosing not to insist on strict contractual performance, thereby giving up, temporarily or permanently, a contractual right or remedy. It is a descriptive, case law concept used across contract law and procedure in England & Wales, Scotland, Northern Ireland and Ireland. Key features: - Express or implied by conduct, but intention must be clear and unequivocal. - May occur before or after breach. After breach, not exercising a right to terminate is often called an election or affirmation (a waiver of the termination right). - A one‑off indulgence usually suspends strict performance and can be withdrawn...

Waiver and release in commercial contracts: definitions, affirmation and breach response, and drafting and enforceability of no waiver and release clauses, including writing requirements and case law, under English law

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note outlines the nature of waiver and release within commercial contracts, distinguishes between them, and summarises the clauses that address waiver (commonly called a ‘no-waiver’ clause) and release. The waiver clause is widely recognised as a boilerplate provision aimed at preventing unintended waivers of legal rights from taking effect, including the right to terminate after a breach of contract.

What does ‘waiver’ mean?

In contract law, ‘waiver’ may carry different senses, but most often describes a concession granted by one party whereby it does not demand strict performance by the other of a contractual duty, whether before or after any breach of the term being waived. For discussion of other potential meanings, see: Waiver: Halsbury’s Laws of England [251].

Types of waiver

Express
Implied from conduct

In either case, it must amount to an unequivocal representation arising from a positive and intentional act by the party granting the concession, undertaken with knowledge of all material circumstances...

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Web page updated on 22/05/2026

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