Virginia § 59.1-503.5 Terms to be specified

Virginia Statutes

§ 59.1-503.5 — Terms to be specified

Virginia § 59.1-503.5

Title 59.1TRADE AND COMMERCE

Ch. 43UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT

Art. 3CONSTRUCTION

This text of Virginia § 59.1-503.5 (Terms to be specified) is published on Counsel Stack Legal Research, covering Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Va. Code Ann. § 59.1-503.5 (2026).

Text

An agreement that is otherwise sufficiently definite to be a contract is not invalid because it leaves particulars of performance to be specified by one of the parties. If particulars of performance are to be specified by a party, the following rules apply:

(1)Specification must be made in good faith and within limits set by commercial reasonableness.

(2)If a specification materially affects the other party's performance but is not seasonably made, the other party:

(A)is excused for any resulting delay in its performance; and

(B)may perform, suspend performance, or treat the failure to specify as a breach of contract.

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An agreement that is otherwise sufficiently definite to be a contract is not invalid because it leaves particulars of performance to be specified by one of the parties. If particulars of performance are to be specified by a party, the following rules apply:

(1) Specification must be made in good faith and within limits set by commercial reasonableness.

(2) If a specification materially affects the other party's performance but is not seasonably made, the other party:

(A) is excused for any resulting delay in its performance; and

(B) may perform, suspend performance, or treat the failure to specify as a breach of contract.