Massachusetts General Laws

Mass. Gen. Laws ch. 254, § 32 (2026)

Void and unenforceable covenants, promises, etc.; exceptions

✓ current as of July 2026

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Section 32. A covenant, promise, agreement of understanding in, or in connection with or collateral to, a contract or agreement relative to the construction, alteration, repair or maintenance of a building, structure, appurtenance and appliance or other improvement to real property, including moving, demolition, professional services and excavating connected therewith, purporting to bar the filing of a notice of contract or the taking of any steps to enforce a lien as set forth in this chapter or purporting to subordinate such rights to the rights of other persons is against public policy and is void and unenforceable, but this section shall not apply to:

(1) waivers of liens given by any person named as a principal on a lien bond provided under section twelve in connection with an interim or final payment received by such persons;

(2) statements by persons entitled to file documents under this chapter of amounts due or paid to them;

(3) dissolutions of liens under section ten;

(4) partial waivers and subordinations of liens given by persons who have filed or recorded notices of contract under section two substantially in the following form with no material deviation therefrom:

Partial Waiver and Subordination of Lien

COMMONWEALTH OF MASSACHUSETTS: Date: _____________

__________ COUNTY Application for Payment No: ____________
OWNER: _______________________________
CONTRACTOR: _________________________
LENDER/MORTGAGEE: ________________
1. Original Contract Amount: _________
2. Approved Change Orders: _________
3. Adjusted Contract Amount: _________
(line 1 plus 2)
4. Completed to Date: _________
5. Less Retainage: _________
6. Total Payable to Date: _________
(line 4 less line 5)
7. Less Previous Payments: _________
8. Current Amount Due: _________
(line 6 less line 7)
9. Pending Change Orders: _________
10. Disputed Claims: _________

The undersigned who has a contract with ___ for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as ___ located in ___ (city or town), ___ County, Commonwealth of Massachusetts and owned by , upon receipt of ___ ($___) in payment of an invoice/requisition/application for payment dated ___ does hereby:

(a) waive any and all liens and right of lien on such real property for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished through the following date: ___ (payment period), except for retainage, unpaid agreed or pending change orders, and disputed claims as stated above; and

(b) subordinate any and all liens and right of lien to secure payment for such unpaid, agreed or pending change orders and disputed claims, and such further labor or materials, or both labor and materials, or rental equipment, appliances or tools, except for retainage, performed or furnished at any time through the twenty-fifth day after the end of the above payment period, to the extent of the amount actually advanced by the above lender/mortgagee through such twenty-fifth day.

Signed under the penalties of perjury this ___ day of , .

The giving of a partial waiver and subordination of lien by any contractor under this section shall not affect the lien rights of any other person claiming a lien under any section of this chapter.

Notes of Decisions

Cited in 7 cases, 1979–2012 · leading case: Tremont Tower Condo., LLC v. George B.H. Macomber Co., 767 N.E.2d 20 (Mass. 2002).

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Tremont Tower Condo., LLC v. George B.H. Macomber Co., 767 N.E.2d 20 (Mass. 2002). · cites it 6× “At the insistence of Tremont Tower and its lenders, Macomber executed a partial waiver and subordination of lien each month, in accordance with G. L. c. 254, § 32, as a condition of payment.”

Costa v. Brait Builders Corp., 972 N.E.2d 449 (Mass. 2012). · cites it 3× “254, under which waiver is explicitly prohibited, see G. L. c. 254, § 32, Arch infers from the statutory silence in § 29 that waivers are permitted.”

Superior Glass Co. v. First Bristol Cnty. Nat'l Bank, 394 N.E.2d 972 (Mass. App. Ct. 1979). · cites it 2× “However, neither the bank’s requesting, nor the subcontractors’ granting the waivers of lien was of legal effect since G. L. c. 254, § 32, makes void and unenforceable a promise purporting to bar the filing of a notice of contract or the taking of any steps to enforce a lien.”

Superior Glass Co. v. First Bristol Cnty. Nat'l Bank, 406 N.E.2d 672 (Mass. 1980). “The waivers may well have been invalid under G. L. c. 254, § 32, but we agree with the Appeals Court that liability cannot be imposed on the bank solely on the basis of its requests for waivers of lien.”

Perlera v. Vining Disposal Serv., Inc., 713 N.E.2d 1017 (Mass. App. Ct. 1999). “121B, § 11; G. L. c. 254, § 32. See also Webster’s Third New International Dictionary 1929, 1588 (1993) (defining “requisition” in part as “act of formally requiring or calling upon someone to perform some action”; defining “order” in part as “a formal written authorization to…”

Blount Bros. v. Mondev Mass., Inc., 491 N.E.2d 640 (Mass. App. Ct. 1986). “Both of these provisions, according to Blount, are illegal, as they directly contravene G. L. c. 254, § 32. We need not reach that issue.”

O. Ahlborg & Sons, Inc. v. United States, 233 F.R.D. 224 (D. Mass. 2005). “When the eleventh was submitted, MHI required Ahlborg to record a statutory partial waiver and subordination on the property pursuant to Mass. Gen. Laws ch. 254, § 32 in order to provide assurance against the claims of unsecured creditors.”

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