When you sign a construction contract or when it’s time for you to get paid for your work, you probably also sign a lien waiver of some kind. There are several different types of lien waivers, but a partial waiver of lien is particularly common and something you should understand before signing on the line.
A lien waiver, in short, in a contract between you and the company or person above you on the chain of contractors that states you have received payment for the work performed and therefore waive your right to place a mechanics lien or file a bond claim on the project. Many construction workers and companies treat them as receipts for payment received.
Partial lien waivers are executed in exchange for a progress payment on a project. In other words, you’re receiving a portion of the payment you’re owed for the complete project and you’re waiving a corresponding portion of your right to file a lien. So if you’re working on a project that is $50,000 total and you receive a payment of $20,000, signing a partial lien waiver means that you’ve waived your right to file a lien on $20,000, but can still file a lien on the project for the remaining $30,000 if necessary.
Lien waivers are either conditional or unconditional:
Conditional waivers mean that you’ve signed the waiver, but it’s only good once you actually receive payment. The condition is the receipt of payment and once you’ve gotten your check, the lien waiver is valid.
Unconditional waivers means that the waiver is valid and enforceable as soon as you sign it. This can be much more dangerous for a subcontractor and supplier and you want to make certain you’ve been paid before you sign an unconditional waiver.
Depending on the state you’re working in, there may be a regulated version of a lien waiver form you need to sign. In the rest of the states, lien waiver forms can be any written contract. In those cases, be sure to make a point of reading the agreement or having an attorney review it to be sure you understand and are clear about what it says.
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*Florida offers but does not require the uses of a statutory form. Parties are allowed to use a different form, but only by mutual agreement.
If you need help drafting an appropriate lien wavier form or understanding what your rights are with a form you’ve been given, reach out to the team at National Lien & Bond.
When you hire us, we look out for your best interests and have the experience to make sure you get a lien waiver form that is fair and ensures you get paid.
Frequently Asked Questions
What is a partial waiver of lien?
A partial waiver of lien is a written release of mechanics lien rights for a specific dollar amount or specific portion of work, while preserving lien rights for all other unpaid work, retention, and future billings. Partial waivers are typically used in two scenarios: (1) exchange for a specific progress payment when the contractor wants to release lien rights only for that payment; (2) settlement of a specific dispute (e.g., a single back-charged item) while preserving lien rights for the rest of the project. Partial waivers are safer than blanket waivers because they limit the release to a known amount.
When should I use a partial waiver instead of a full waiver?
Use a partial waiver when: (1) the upstream payor is paying only PART of what is owed and demands a waiver; (2) retention or holdback amounts are still outstanding and not included in the current payment; (3) some amounts are in dispute (back charges, change orders) and you want to preserve lien rights for the disputed portion; (4) the project is not yet complete and final-payment waivers would prematurely release future-work rights. The partial waiver preserves your security interest for everything not yet paid.
Should partial waivers be conditional or unconditional?
Same rule as full waivers — the CONDITIONAL version is the safer choice. A CONDITIONAL PARTIAL waiver releases lien rights for the specified amount ONLY IF the payment clears. An UNCONDITIONAL PARTIAL waiver releases lien rights for the specified amount IMMEDIATELY, regardless of whether the payment is received. Always sign the conditional partial waiver in exchange for the payment, wait for the payment to clear, then sign the unconditional partial waiver after clearance.
Are partial waivers enforceable in statutory-form states?
Yes, but only with proper statutory language. California Cal. Civ. Code §§ 8132 and 8134 provide both conditional and unconditional partial waiver forms for progress payments. Texas Tex. Prop. Code § 53.284 also provides partial-waiver language. In statutory-form states, partial-waiver language that deviates from the statutory form may be unenforceable — verify state-specific compliance. In common-law waiver states (most other states), partial waivers are enforceable under general contract principles with appropriate consideration and intent.
Can I refuse to sign a full final-payment waiver and demand a partial waiver?
Yes, when retention is still owed or amounts remain in dispute. The upstream payor's typical demand is for a UNCONDITIONAL FINAL-PAYMENT waiver releasing all lien rights for the entire project. Counter-offer with a CONDITIONAL PARTIAL waiver covering only the current payment amount — preserving lien rights for retention and disputed amounts. If the upstream payor refuses to accept the partial waiver, the issue is leverage: file or threaten to file the mechanics lien for the unpaid balance. NLB negotiates revised waiver language with owners and GCs on contractor's behalf.
What is the difference between a partial waiver and a progress-payment waiver?
The terms are often used interchangeably. A PROGRESS-PAYMENT WAIVER releases lien rights for a single progress billing on a multi-payment project — preserving rights for all other billings. A PARTIAL WAIVER releases lien rights for a specific dollar amount or specific portion of work, which may or may not match a single progress billing. Most progress-payment waivers ARE partial waivers (releasing rights only for that billing). True 'partial' waivers go further — releasing rights for just $X of a billing, preserving rights for the remainder, often used in settlement of disputed amounts.
How does National Lien & Bond help with partial-waiver decisions?
National Lien & Bond reviews partial-waiver demands for unpaid contractors BEFORE signing to ensure: (1) the waiver is properly conditioned on payment clearing; (2) the scope is limited to the specific amount being paid; (3) the language does not release rights for retention or future billings; (4) the waiver complies with statutory form requirements in form-state jurisdictions. For Illinois-based engagements, Hal Emalfarb's firm at Emalfarb Swan and Bain handles direct review. For 50-state coverage, NLB's network attorneys verify state-specific compliance. Contact NLB for a free initial consultation before signing any partial waiver.