What Does “Willful Misconduct” Mean in a Contract?
Intentional wrongdoing or deliberate disregard of contractual obligations, more culpable than negligence or gross negligence.
Detailed Explanation
Willful misconduct means intentionally doing something wrong or deliberately failing to perform an obligation. Unlike negligence (accidental) or gross negligence (reckless), willful misconduct involves knowing that action (or inaction) is wrong and doing it anyway.
Like gross negligence, willful misconduct is typically carved out of liability limitations. Parties generally cannot contract away liability for intentional wrongdoing.
Example in a Contract
“Neither party shall be liable for consequential damages except where such damages result from the other party's willful misconduct, fraud, or breach of confidentiality obligations.”
Why It Matters
Willful misconduct carve-outs protect against intentional bad acts. Even with strong liability limits, intentional wrongdoing usually remains actionable. This protects you if the other party deliberately violates the contract.
Related Terms
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