Also known as: wilful · wilfully · willful · willfully · willfulness · wilful intent
Written by attorneys · grounded in primary & secondary sources — see below
A mental state consisting of acting with knowledge that conduct is wrongful or with intent to achieve a forbidden result.
Wilma Wright serves as the sole member of a member-managed LLC that owns rental properties. She transfers LLC rental income directly into her personal account to cover personal debts, knowing the funds belong to the company. The other members discover the transfers and sue for breach of the duty of care. The court finds the transfers constitute willful misconduct that violates the statutory standard.
Winston West acts as general partner of a limited partnership that operates a warehouse. He directs employees to bypass required fire-safety inspections to cut costs, aware that the shortcuts violate state regulations. Limited partners later suffer losses when a fire damages inventory. The court holds that the knowing regulatory violations amount to willful misconduct breaching the duty of care.
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Wendy Wu is a partner in a general partnership bidding on municipal contracts. She secretly submits a competing bid through a separate entity she controls, knowing the action undercuts the partnership. The other partners learn of the bid after losing the contract and sue. The court determines that the deliberate concealment satisfies the willful-misconduct element of the duty-of-care breach.
Wren Wright resides in one state while his child lives in another. He receives repeated notices of a support order yet deliberately withholds payments for over a year. Federal prosecutors charge him under the Child Support Recovery Act. Venue is proper in either district because the willful failure began and continued across state lines.
Walker Valley Produce is the sole general partner of a limited partnership. Its managers vote to dissolve the entity mid-term and transfer assets elsewhere. Limited partners move to expel the general partner and seek damages. The partnership agreement cannot relieve the entity of liability for its willful dissolution under the statutory prohibition.
Willowbrook Capital serves as a partner in a seven-year term partnership. Its owners vote to dissolve the entity and liquidate its holdings before the term ends. The remaining partners expel Willowbrook Capital and sue for damages. The dissociation is wrongful because the entity willfully terminated itself during the fixed term.
Willfulness requires knowledge that the conduct is wrongful or intent to cause a forbidden result, whereas gross negligence involves a severe departure from the standard of care without that specific mental state.
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Yes. The Code provides that a requirement of willfulness is satisfied if the person acts knowingly with respect to the material elements of the offense unless the statute imposes a higher mental state.
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Dissociation is wrongful when a non-individual, non-trust, non-estate partner is expelled because it willfully dissolved or terminated before completion of a term or undertaking.
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No. Partnership agreements may not relieve or exonerate a person from liability for conduct involving willful or intentional misconduct or knowing violation of law.
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…5, c. 34, came into being. Its emphasis was upon the destruction of "the life of a child capable of being born alive." It made a willful act performed with the necessary intent a felony. It contained a proviso that one was not to be found guilty of the offense "unless it is proved that the act which caused the death of the…