Also known as:willful violations · wilful violation · wilful violations · knowing violation · intentional violation
Written by attorneys · grounded in primary & secondary sources — see below
Conduct undertaken with knowledge that it violates a legal duty or with reckless disregard of whether the conduct is unlawful. The standard appears in fiduciary duty provisions that shield managers from liability for ordinary negligence but impose responsibility for this elevated form of misconduct.
Sources & Authorities
How it applies
Common Examples
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LLC Member Orders Illegal Disposal
Wren Wright, managing member of Wolverine Steel LLC, received a report that certain waste drums contained regulated toxins requiring off-site transport. Wright directed the crew to bury the drums on site and omit required paperwork to avoid regulatory costs. The limited partners later sued Wright for breaching the duty of care. The court found the directive constituted willful violation because Wright acted with knowledge of the legal requirements and deliberately chose to ignore them.
General Partner Locks Emergency Exits
Warren Wu, general partner of Westmont Healthcare LP, received written fire-marshal notices that locking rear exits during business hours violated the fire code. Wu nevertheless ordered store managers to keep the exits locked to deter theft. Limited partners sued for breach of the duty of care. The court held that Wu's conduct after receiving explicit regulatory warnings amounted to willful violation.
Select any source to read its text and confirm it supports the definition.
Cases
Statutes
Federal Rules
Uniform Acts
Model Codes
Hornbooks
Course Outlines
Study Supplements
Partner Departs in Severe Weather
Wanda Williams, a partner in Willowbrook Capital, knew a severe storm forecast existed and the vessel's backup radio was inoperable. Williams nevertheless sailed the chartered vessel to meet a deadline. The partnership suffered major damage and rescue costs. The court concluded that proceeding under those known conditions constituted willful violation of the duty of care.
Officer Commits Criminal Tax Offense
Wesley Wong, an officer of Wrightway Engineering, knowingly filed false corporate tax returns to reduce the company's liability. When shareholders later sought indemnification for related penalties, the court denied protection. The intentional filing of false returns qualified as willful violation of criminal law, removing any right to indemnification.
Exculpatory Clause Cannot Cover Willful Acts
Wilma Wright, general partner of a limited partnership, inserted a clause purporting to eliminate liability for any intentional environmental violations that reduced costs. The partnership later incurred massive fines after Wright directed illegal dumping. Limited partners challenged the clause. The court held that the agreement could not exonerate willful violation of law.
After-Acquired Evidence of Willful Conduct
An employee discharged for alleged age discrimination later admitted during discovery that she had falsified expense reports. The employer argued the misconduct would have justified termination anyway. The court examined whether the employee's conduct rose to willful violation of company policy and law. Because the falsification was knowing and deliberate, the employer could limit back-pay damages.
McKennon v. Nashville Banner Publishing Co.513 U.S. 352, 358, 362 (1995)
Common questions
Frequently Asked
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How does willful violation differ from gross negligence under partnership duty-of-care provisions?+
Willful violation requires either intentional misconduct or knowing disregard of a legal duty. Gross negligence involves a severe departure from the standard of care without the element of actual knowledge or intent. The statutes list both as separate bases for breaching the duty of care.
Supporting sources
Can a partnership agreement validly eliminate liability for willful violation?+
No. Uniform acts expressly prohibit partnership agreements from relieving or exonerating any person from liability for conduct involving willful or intentional misconduct or knowing violation of law. Any clause attempting to do so is unenforceable.
Supporting sources
What mental state satisfies the willful violation standard for ADEA liquidated damages?+
The Supreme Court has held that an employer acts willfully when it knew or showed reckless disregard for whether its conduct was prohibited by the ADEA. Proof that the employer merely should have known is insufficient.
Supporting sources
312 U.S. 100, 312 U.S. 657Constitutional Law
…industry committees appointed by him. Section 15 of the statute prohibits certain specified acts and section 16(a) punishes willful violation by a fine of not more than $10,000 and punishes each conviction after the first by imprisonment of not more than six months or by the specified fine, or both. Section 15(a)(1) makes…