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ARTICLE · 27 MARCH 2024

Waiver By Conduct: Actions May Speak Louder Than Words

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Throughout the course of a construction project, all parties should be mindful that their conduct can act as a waiver of certain contractual terms.

CanadaReal Estate and Construction
Mark St. Cyr
Mark St. Cyr
Stephanie Garraway
Stephanie Garraway
Andrea Gorys
Andrea Gorys
Emily Di Bratto
Emily Di Bratto
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CCN NO. 2024-03-20

KEY TAKEAWAY: Unless your contract has a clear and comprehensive "no waiver" provision, your conduct (and the conduct of the other parties to the contract) can amount to a waiver of the contract's terms and conditions.

APPLICATION TO YOUR ORGANIZATION

Throughout the course of a construction project, all parties should be mindful that their conduct can act as a waiver of certain contractual terms. The waiver of a certain term under a contract may be communicated either formally or informally and even inferred from a party's conduct. This means that all parties to a contract must be aware of their contractual rights at all points throughout a project to minimize the possibility of waiving key contractual terms – and to be aware if another party's conduct waives their respective obligations or rights.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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