Also known as: disclaimer clauses · disclaimer · exculpatory clause
Written by attorneys · grounded in primary & secondary sources — see below
A contractual provision by which a beneficiary, promisee, or donee renounces a duty, benefit, power, or liability that would otherwise arise under an agreement or donative transfer.
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Dwight Dorsey contracted with Decker Electronics to deliver specialized components to Destiny Davis. After learning of the arrangement, Destiny Davis executed a signed instrument stating she renounced any duty owed directly to her. The disclaimer prevented Decker Electronics from owing performance to Destiny Davis even though the original promise remained enforceable by Dwight Dorsey.
Damian Decker received a testamentary power of appointment over Dillon Energy stock from his aunt's will. Before any acceptance, Damian Decker recorded a formal disclaimer instrument at the county land records office. The disclaimer prevented Damian Decker from ever acquiring the power, so the stock passed directly to the takers in default named in the will.
Diana Delgado was named beneficiary of a financing contract between Dover Bank and a car manufacturer. After learning of the arrangement, Diana Delgado executed a signed instrument stating she renounced any duty owed directly to her. The disclaimer prevented the manufacturer from owing performance to Diana Delgado even though the original promise remained enforceable by Dover Bank.
Dominion Capital was promisee under an agreement benefiting its merchant clients. After learning of the arrangement, Italian Colors Restaurant executed a signed instrument stating it renounced any duty owed directly to it. The disclaimer prevented Dominion Capital from owing performance to Italian Colors Restaurant even though the original promise remained enforceable by Dominion Capital.
The City of Cleburne was promisee under an agreement benefiting Cleburne Living Center. After learning of the arrangement, Cleburne Living Center executed a signed instrument stating it renounced any duty owed directly to it. The disclaimer prevented the City from owing performance to Cleburne Living Center even though the original promise remained enforceable by the City.
Bily was promisee under an agreement benefiting investors. After learning of the arrangement, the investors executed a signed instrument stating they renounced any duty owed directly to them. The disclaimer prevented Bily from owing performance to the investors even though the original promise remained enforceable by Bily.
A beneficiary who has not assented to the promise may disclaim within a reasonable time after learning of its existence and terms. The disclaimer renders the duty inoperative from the beginning.
Supporting sources
A prospective donee may disclaim before acceptance and thereby avoid acquiring the power entirely. The power then passes as if the donee had never received it.
Supporting sources
…that homosexual persons seek to enter." Ante , at 578. Do not believe it. More illuminating than this bald, unreasoned disclaimer is the progression of thought displayed by an earlier passage in the Court's opinion, which notes the constitutional protections afforded to "personal decisions relating to marriage ,…