Anti-Waiver Contractual Provisions Serve a Purpose
An anti-waiver provision in a contract reads something like, “Except as otherwise expressly provided herein, no waiver of any rights or obligations hereunder shall be deemed to have occurred unless in writing signed by the party against whom such waiver is asserted and no waiver shall be deemed a waiver of any other or subsequent right or obligation.” See Overland Fuels, infra. These provisions serve a legitimate purpose. A recent case demonstrates.
In Overseas Fuels, LLC v. Key Largo Petro, LLC, 2026 WL 22507039 (Fla. 4th DCA 2026), the losing party appealed a summary judgment. A focus of the appeal was that the trial judge disregarded its equitable waiver argument. The appellate court didn’t buy the equitable waiver argument for this reason:
[The appellant] fails to cite a single case where a court has applied equitable waiver in the face of an express anti-waiver provision in a contract.
Florida courts have consistently rejected implied waiver claims based on conduct or oral statements where the parties’ contract contains an express anti-waiver provision.
Overseas Fuels, supra.
Thus, next time you see an anti-waiver provision in your contract, you know why and you know its purpose!
Please contact David Adelstein at dadelstein@gmail.com or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.
