Also known as: willfulness · willful · wilful · willfully · wilfully · willful intent · scienter
Written by attorneys · grounded in primary & secondary sources — see below
A culpable mental state consisting of intentional misconduct or knowing violation of law.
Luis Lopez, a member of a member-managed LLC that owns commercial property, sold a parcel to his own corporation at a below-market price without disclosure. The other members sued for breach of the duty of care. The court held Lopez liable because his conduct constituted willful misconduct that the operating agreement could not eliminate.
Lily Lopez, general partner of a limited partnership formed to develop real estate, arranged a secret loan from the partnership to her separate business at an above-market interest rate. Limited partners discovered the transaction after funds disappeared. The court found her actions amounted to willful misconduct exposing her to personal liability beyond any agreement protections.
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Leo Lynch, a partner in a general partnership operating a consulting firm, withdrew partnership funds to cover personal gambling debts without consent. The remaining partners sued for breach of duty. The court imposed liability because Lynch's knowing diversion of assets constituted willful misconduct under the statutory standard of care.
Levi Lowe, residing in one state, deliberately stopped paying court-ordered child support to his child living in another state for over two years. Federal prosecutors charged him under the Child Support Recovery Act. Venue was proper in either district because his willful failure to pay began and continued across state lines.
Lamar Lewis, a general partner, proposed an amendment to the partnership agreement that would release all partners from liability for any willful misconduct. Other partners objected. The court ruled the provision invalid because partnership agreements cannot exonerate conduct involving willful or intentional misconduct.
Lucy Liu controlled a corporate partner in a general partnership. She caused the corporation to dissolve deliberately, triggering dissociation from the partnership and loss of a key client contract. The remaining partners sued. The court held the dissociation wrongful because it resulted from willful termination of the entity.
Willfulness requires intentional misconduct or knowing violation of law, while gross negligence involves reckless conduct without that specific intent. Uniform acts list both as separate breaches of the duty of care that cannot be eliminated by agreement.
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No. Uniform acts prohibit partnership agreements from relieving or exonerating a person from liability for conduct involving willful or intentional misconduct or knowing violation of law.
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A requirement that an offense be committed willfully is satisfied if a person acts knowingly with respect to the material elements of the offense, unless a purpose to impose further requirements appears.
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A court may take into account all the circumstances of the breach, including willfulness, in deciding whether to require a lesser degree of certainty in proving damages.
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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…