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 West Virginia, a waiver of contract is recognized when a party intentionally relinquishes a known right or conducts itself in such a manner that it is deemed to have abandoned a right under the contract. This must be a voluntary act and the party waiving the right must have full knowledge of the right being waived. The courts in West Virginia will generally uphold waivers if they are clear and unambiguous, and if they meet the standard of 'knowing and voluntary relinquishment of rights.' 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 or any other right. Such clauses are enforceable in West Virginia and help to prevent any unintended waivers of contractual rights, especially in commercial and insurance contracts. However, the specific enforceability of any waiver or non-waiver provision may depend on the particular circumstances and the language of the contract.