What is a waiver of jury trial clause?

A provision in which the parties agree to give up their right to a jury and have any dispute under the contract decided by a judge in a bench trial.

Are jury trial waivers enforceable?

In most states, yes, when the waiver is clear and conspicuous so a court can find it was knowing and voluntary. California and Georgia are the notable exceptions, where courts generally refuse to enforce pre-dispute jury waivers.

Why are jury waivers written in capital letters?

To make the waiver conspicuous. Because it surrenders a constitutional right, courts are more willing to enforce a waiver that stands out from the surrounding text, and capital letters are the common way to signal it.

Is a jury waiver the same as an arbitration clause?

No. An arbitration clause sends the dispute out of court to a private arbitrator, who decides it without a jury. A jury waiver keeps the case in court but in front of a judge instead of a jury. Some contracts include both.

Does a jury waiver have to be mutual?

No, but mutual waivers are far more common and easier to enforce. A one-sided waiver that binds only the weaker party can draw more scrutiny, and some courts view a lopsided waiver less favorably.

Can you waive a jury trial in an employment contract?

Often, but it depends on the state and the claims. Some jurisdictions scrutinize jury waivers in employment agreements closely, and certain statutory claims carry their own jury-trial rights a contract may not be able to waive.

97.5% of teams see value from GC AI before month one.

Get A Demo

Home

Clauses

Waiver of Jury Trial Clause

A provision in which the contracting parties agree to give up their right to a jury, so that any dispute under the contract is decided by a judge instead.

Reviewed by

GC AI Solutions Team

•

Updated

June 2026

Definition

A waiver of jury trial clause is a provision in which the parties give up their right to have disputes under the contract decided by a jury, agreeing instead that any lawsuit will be tried by a judge in a bench trial. It applies to claims arising out of or relating to the agreement, whether framed in contract or in tort. Because it surrenders a constitutional right, courts enforce it only when the waiver is knowing and voluntary, which is why these clauses are often set in capital letters and placed near the governing-law and dispute-resolution terms.

Waives the parties' right to a jury and sends any covered dispute to a bench trial before a judge
Applies to all claims arising out of or relating to the contract, in contract or in tort
Is usually mutual, binding both sides equally, though one-sided waivers appear in lender and lease forms
Often appears in capital letters so the waiver is conspicuous and more likely to be enforced as knowing and voluntary
Pairs with the governing-law, forum, and dispute-resolution clauses, and is redundant where the contract sends disputes to arbitration

Most states enforce a clear, conspicuous jury waiver, but California and Georgia courts generally refuse to honor pre-dispute jury waivers, so the governing-law choice can effectively decide whether the clause works at all.

What It Does

A waiver of jury trial decides who decides your disputes. Sign it, and a judge decides a contract fight in a bench trial, and the jury is off the table. For in-house counsel, that is a deliberate risk trade: bench trials tend to be faster, more predictable, and friendlier to complex commercial facts, while a jury can favor a sympathetic smaller counterparty and be unpredictable on damages. The waiver is mutual in most well-drafted contracts, binds both sides, and reaches the tort claims built around the deal as well as the breach-of-contract counts. Two things decide whether it holds: whether the waiver is conspicuous, and whether the governing state enforces pre-dispute jury waivers at all. A practical test: if this contract landed you in litigation, would you rather argue damages to a judge or a jury, and does this clause lock you into that choice?

When You'll See It

The waiver of jury trial is standard boilerplate in credit and loan agreements, commercial leases, merger and separation agreements, securities and sales agreements, and employment agreements. Lenders insist on it almost universally, which is why it reads in capital letters at the back of nearly every credit agreement. It sits near the governing-law and submission-to-jurisdiction provisions, and in many contracts it is the single most heavily capitalized sentence in the document.

It matters most where a dispute would turn on sympathy rather than documents, such as a well-capitalized company on either side of a case against a much smaller counterparty, or a complex commercial fight a jury would struggle to follow. Where the contract already routes disputes to arbitration, a jury waiver is usually redundant, since arbitration has no jury, though many drafters keep it as a backstop. The larger the potential exposure, the more both sides care who sits in judgment.

Examples

Golub Capital BDC, Inc. / JPMorgan Chase Bank, N.A.

Commitment Increase Agreement (Senior Secured Revolving Credit Agreement)

Conspicuous all-caps waiver

Mutual

2024

"EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS Commitment Increase AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)."

Source

TechnipFMC plc / Technip Energies B.V.

Separation and Distribution Agreement

All-caps waiver with complex-issues recital

Mutual

2021

"EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING FROM THIS AGREEMENT..."

Source

Madrigal Pharmaceuticals, Inc. / Four Tower Bridge Associates

First Amendment to Lease

Lease jury waiver

Mutual

2020

"To the extent permitted by applicable law, Landlord and Tenant hereby waive trial by jury in any action, proceeding, or counterclaim brought by either against the other on any matter arising out of or in any way connected with the Lease, the relationship of Landlord and Tenant, or Tenant's use or occupancy of the Building..."

Source

Overstock.com, Inc. / JonesTrading Institutional Services LLC

Capital on Demand Sales Agreement (Amendment)

Plain-language mutual waiver

Mutual

2019

"The Company and the Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby."

Source

Negotiate

If you want the waiver (you expect to be the defendant in a sympathy case)

You expect to be the defendant in a sympathy case

Make the waiver mutual and conspicuous, in capital letters, so a court treats it as knowing and voluntary.
Draft it to cover all claims arising out of or relating to the agreement, including tort claims, not only breach of contract.
Choose a governing law and forum that enforce pre-dispute jury waivers, because the law you pick can decide whether the clause survives.
Place it beside the governing-law and jurisdiction clauses so it reads as a considered dispute-resolution term rather than buried boilerplate.

If you would rather keep the jury (you expect to be the sympathetic plaintiff)

You expect to be the sympathetic plaintiff

Resist the waiver, or narrow it to the specific claim types where a bench trial genuinely suits both sides.
If you cannot strike it, push the governing law toward a state such as California or Georgia that does not enforce pre-dispute jury waivers.
Consider arbitration instead if your real goal is privacy and speed, and weigh that trade on its own terms.
Confirm that any carve-outs, such as injunctive relief, do not quietly pull jury-triable claims back into the waiver.

Decide who you want in the box before the dispute exists, because a jury waiver is cheap to sign and expensive to regret.

Red Flags

A jury waiver buried in mid-document boilerplate and not capitalized, which a court may refuse to enforce as not knowing and voluntary.
A one-sided waiver that binds only you while the drafting party keeps its own right to a jury.
A waiver governed by California or Georgia law, where pre-dispute jury waivers are generally unenforceable, giving false comfort.
A waiver so broad it sweeps in claims you would actually want a jury to hear, with no carve-out.
A jury waiver left in a contract that also compels arbitration, a sign the dispute-resolution terms were never reconciled.

FAQs

Related Clauses

Arbitration

A contractual provision that requires the parties to resolve disputes through binding arbitration instead of court litigation.

Governing Law

A contractual provision that selects which jurisdiction’s substantive law will be used to interpret and enforce the agreement.

Class Action Waiver

A provision in which a party gives up the right to bring or join a class or collective action, agreeing to pursue any claim only on an individual basis.

Severability

A contractual provision that keeps the rest of a contract in force if a court finds one part invalid or unenforceable.

Limitation of Liability

A contractual provision that caps the amount and types of damages one party can recover from the other.

This content is for informational purposes only and does not constitute legal advice.

Try GC AI Free

Find Every Gap in Your Waiver of Jury Trial Clause

Trusted by 1,700+ in-house teams

Upload your contract. In 60 seconds, see every missing trigger, weak notice window, and one-sided fee provision, quoted exactly where it appears.

Start My Free Trial

Book a Demo

14-day free · No credit card required