{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-502.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-502.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-502.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-502.1.html"}],"law_id":75095,"edition_id":1,"section_id":75095,"structure_id":14011,"section_number":"59.1-502.1","catch_line":"Formal requirements","history":"2000, cc. 101, 996.","full_text":"a\n\nExcept as otherwise provided in this section, a contract requiring payment of a contract fee of $5,000 or more is not enforceable by way of action or defense unless:1\n\nthe party against which enforcement is sought authenticated a record sufficient to indicate that a contract has been formed and which reasonably identifies the copy or subject matter to which the contract refers; or2\n\nthe agreement is a license for an agreed duration of one year or less or which may be terminated at will by the party against which the contract is asserted.b\n\nA record is sufficient under subsection (a) even if it omits or incorrectly states a term, but the contract is not enforceable under that subsection beyond the number of copies or subject matter shown in the record.c\n\nA contract that does not satisfy the requirements of subsection (a) is nevertheless enforceable under that subsection if:1\n\na performance was tendered or the information was made available by one party and the tender was accepted or the information accessed by the other; or2\n\nthe party against which enforcement is sought admits in court, by pleading or by testimony or otherwise under oath, facts sufficient to indicate a contract has been made, but the agreement is not enforceable under this paragraph beyond the number of copies or the subject matter admitted.d\n\nBetween merchants, if, within a reasonable time, a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, the record satisfies subsection (a) against the party receiving it unless notice of objection to its contents is given in a record within a reasonable time after the confirming record is received.e\n\nAn agreement that the requirements of this section need not be satisfied as to future transactions is effective if evidenced in a record authenticated by the person against which enforcement is sought.f\n\nA transaction within the scope of this chapter is not subject to a statute of frauds contained in another law of this Commonwealth.","order_by":null,"text":{"0":{"id":269730,"text":"Except as otherwise provided in this section, a contract requiring payment of a contract fee of $5,000 or more is not enforceable by way of action or defense unless:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":269731,"text":"the party against which enforcement is sought authenticated a record sufficient to indicate that a contract has been formed and which reasonably identifies the copy or subject matter to which the contract refers; or","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":269732,"text":"the agreement is a license for an agreed duration of one year or less or which may be terminated at will by the party against which the contract is asserted.","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"b"},"3":{"id":269733,"text":"A record is sufficient under subsection (a) even if it omits or incorrectly states a term, but the contract is not enforceable under that subsection beyond the number of copies or subject matter shown in the record.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a2","next_prefix":"c"},"4":{"id":269734,"text":"A contract that does not satisfy the requirements of subsection (a) is nevertheless enforceable under that subsection if:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"5":{"id":269735,"text":"a performance was tendered or the information was made available by one party and the tender was accepted or the information accessed by the other; or","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"6":{"id":269736,"text":"the party against which enforcement is sought admits in court, by pleading or by testimony or otherwise under oath, facts sufficient to indicate a contract has been made, but the agreement is not enforceable under this paragraph beyond the number of copies or the subject matter admitted.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"7":{"id":269737,"text":"Between merchants, if, within a reasonable time, a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, the record satisfies subsection (a) against the party receiving it unless notice of objection to its contents is given in a record within a reasonable time after the confirming record is received.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"e"},"8":{"id":269738,"text":"An agreement that the requirements of this section need not be satisfied as to future transactions is effective if evidenced in a record authenticated by the person against which enforcement is sought.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"9":{"id":269739,"text":"A transaction within the scope of this chapter is not subject to a statute of frauds contained in another law of this Commonwealth.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e"}},"ancestry":[{"id":14011,"edition_id":1,"name":"Formation and Terms","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12900,"metadata":{},"date_created":"2026-06-26 03:46:36","date_modified":"2026-06-26 03:46:36","permalink":{"id":261973,"object_type":"structure","relational_id":14011,"identifier":"2","token":"59.1\/43\/2","url":"\/59.1\/43\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12900,"edition_id":1,"name":"Uniform Computer Information Transactions Act","identifier":"43","label":"chapter","depth":2,"order_by":1,"parent_id":12809,"metadata":{},"date_created":"2026-06-26 03:44:00","date_modified":"2026-06-26 03:44:00","permalink":{"id":261885,"object_type":"structure","relational_id":12900,"identifier":"43","token":"59.1\/43","url":"\/59.1\/43\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12809,"edition_id":1,"name":"Trade and Commerce","identifier":"59.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":259521,"object_type":"structure","relational_id":12809,"identifier":"59.1","token":"59.1","url":"\/59.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75095,"structure_id":14011,"section_number":"59.1-502.1","catch_line":"Formal requirements","url":"\/59.1-502.1\/","token":"59.1\/43\/2\/59.1-502.1","metadata":false},{"id":82823,"structure_id":14011,"section_number":"59.1-502.10","catch_line":"Terms of contract formed by conduct","url":"\/59.1-502.10\/","token":"59.1\/43\/2\/59.1-502.10","metadata":false},{"id":73216,"structure_id":14011,"section_number":"59.1-502.11","catch_line":"Repealed","url":"\/59.1-502.11\/","token":"59.1\/43\/2\/59.1-502.11","metadata":false},{"id":72868,"structure_id":14011,"section_number":"59.1-502.12","catch_line":"Efficacy and commercial reasonableness of attribution procedure","url":"\/59.1-502.12\/","token":"59.1\/43\/2\/59.1-502.12","metadata":false},{"id":56924,"structure_id":14011,"section_number":"59.1-502.13","catch_line":"Determining attribution","url":"\/59.1-502.13\/","token":"59.1\/43\/2\/59.1-502.13","metadata":false},{"id":73858,"structure_id":14011,"section_number":"59.1-502.14","catch_line":"Electronic error; consumer defenses","url":"\/59.1-502.14\/","token":"59.1\/43\/2\/59.1-502.14","metadata":false},{"id":65237,"structure_id":14011,"section_number":"59.1-502.15","catch_line":"Electronic message; when effective; effect of acknowledgment","url":"\/59.1-502.15\/","token":"59.1\/43\/2\/59.1-502.15","metadata":false},{"id":83234,"structure_id":14011,"section_number":"59.1-502.16","catch_line":"Idea or information submission","url":"\/59.1-502.16\/","token":"59.1\/43\/2\/59.1-502.16","metadata":false},{"id":61970,"structure_id":14011,"section_number":"59.1-502.17","catch_line":"Reserved","url":"\/59.1-502.17\/","token":"59.1\/43\/2\/59.1-502.17","metadata":false},{"id":55100,"structure_id":14011,"section_number":"59.1-502.2","catch_line":"Formation in general","url":"\/59.1-502.2\/","token":"59.1\/43\/2\/59.1-502.2","metadata":false},{"id":68883,"structure_id":14011,"section_number":"59.1-502.3","catch_line":"Offer and acceptance in general","url":"\/59.1-502.3\/","token":"59.1\/43\/2\/59.1-502.3","metadata":false},{"id":82209,"structure_id":14011,"section_number":"59.1-502.4","catch_line":"Acceptance with varying terms","url":"\/59.1-502.4\/","token":"59.1\/43\/2\/59.1-502.4","metadata":false},{"id":61606,"structure_id":14011,"section_number":"59.1-502.5","catch_line":"Conditional offer or acceptance","url":"\/59.1-502.5\/","token":"59.1\/43\/2\/59.1-502.5","metadata":false},{"id":58024,"structure_id":14011,"section_number":"59.1-502.6","catch_line":"Offer and acceptance; electronic agents","url":"\/59.1-502.6\/","token":"59.1\/43\/2\/59.1-502.6","metadata":false},{"id":55560,"structure_id":14011,"section_number":"59.1-502.7","catch_line":"Formation; releases of informational rights","url":"\/59.1-502.7\/","token":"59.1\/43\/2\/59.1-502.7","metadata":false},{"id":75483,"structure_id":14011,"section_number":"59.1-502.8","catch_line":"Adopting terms of records","url":"\/59.1-502.8\/","token":"59.1\/43\/2\/59.1-502.8","metadata":false},{"id":80284,"structure_id":14011,"section_number":"59.1-502.9","catch_line":"Mass-market license","url":"\/59.1-502.9\/","token":"59.1\/43\/2\/59.1-502.9","metadata":false}],"next_section":{"id":82823,"structure_id":14011,"section_number":"59.1-502.10","catch_line":"Terms of contract formed by conduct","url":"\/59.1-502.10\/","token":"59.1\/43\/2\/59.1-502.10","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-502.1\/","history_text":"

This law was first created in 2000. The record of its establishment is cataloged in chapters 101<\/a> and 996<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":87480,"section_number":"59.1-501.15","catch_line":"Variation by agreement; commercial practice","order_by":null,"url":"\/59.1-501.15\/"},{"id":84002,"section_number":"59.1-503.3","catch_line":"Modification and rescission","order_by":null,"url":"\/59.1-503.3\/"}],"refers_to":false,"permalink":{"id":261975,"object_type":"law","relational_id":75095,"identifier":"59.1-502.1","token":"59.1\/43\/2\/59.1-502.1","url":"\/59.1-502.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-502.1\/","token":"59.1\/43\/2\/59.1-502.1","dublin_core":{"Title":"Formal requirements","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-502.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Except as otherwise provided in this section, a contract<\/span> requiring payment of a contract<\/span> fee of $5,000 or more is not enforceable by way of action or defense unless: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the party<\/span> against which enforcement is sought authenticated a record sufficient to indicate that a contract<\/span> has been formed and which reasonably identifies the copy or subject matter to which the contract<\/span> refers; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the agreement is a license for an agreed duration of one year or less or which may be terminated at will by the party<\/span> against which the contract<\/span> is asserted. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A record is sufficient under subsection (a) even if it omits or incorrectly states a term, but the contract<\/span> is not enforceable under that subsection beyond the number of copies or subject matter shown in the record. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> A contract<\/span> that does not satisfy the requirements of subsection (a) is nevertheless enforceable under that subsection if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> a performance was tendered or the information was made available by one party<\/span> and the tender was accepted or the information accessed by the other; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the party<\/span> against which enforcement is sought admits in court<\/span>, by pleading or by testimony<\/span> or otherwise under oath<\/span>, facts<\/span> sufficient to indicate a contract<\/span> has been made, but the agreement is not enforceable under this paragraph beyond the number of copies or the subject matter admitted. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> Between merchants, if, within a reasonable time, a record in confirmation of the contract<\/span> and sufficient against the sender is received and the party<\/span> receiving it has reason to know its contents, the record satisfies subsection (a) against the party<\/span> receiving it unless notice of objection to its contents is given in a record within a reasonable time after the confirming record is received. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> An agreement that the requirements of this section need not be satisfied as to future transactions is effective if evidenced in a record authenticated by the person against which enforcement is sought. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> A transaction within the scope of this chapter is not subject to a statute<\/span> of frauds<\/span> contained in another law<\/span> of this Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFORMAL REQUIREMENTS (\u00a7 59.1-502.1)\n\na. Except as otherwise provided in this section, a contract requiring payment of\na contract fee of $5,000 or more is not enforceable by way of action or defense\nunless:\n\n 1. the party against which enforcement is sought authenticated a record\n sufficient to indicate that a contract has been formed and which reasonably\n identifies the copy or subject matter to which the contract refers; or\n\n 2. the agreement is a license for an agreed duration of one year or less or\n which may be terminated at will by the party against which the contract is\n asserted.\n\nb. A record is sufficient under subsection (a) even if it omits or incorrectly\nstates a term, but the contract is not enforceable under that subsection beyond\nthe number of copies or subject matter shown in the record.\n\nc. A contract that does not satisfy the requirements of subsection (a) is\nnevertheless enforceable under that subsection if:\n\n 1. a performance was tendered or the information was made available by one\n party and the tender was accepted or the information accessed by the other; or\n\n 2. the party against which enforcement is sought admits in court, by pleading\n or by testimony or otherwise under oath, facts sufficient to indicate a\n contract has been made, but the agreement is not enforceable under this\n paragraph beyond the number of copies or the subject matter admitted.\n\nd. Between merchants, if, within a reasonable time, a record in confirmation of\nthe contract and sufficient against the sender is received and the party\nreceiving it has reason to know its contents, the record satisfies subsection\n(a) against the party receiving it unless notice of objection to its contents is\ngiven in a record within a reasonable time after the confirming record is\nreceived.\n\ne. An agreement that the requirements of this section need not be satisfied as\nto future transactions is effective if evidenced in a record authenticated by\nthe person against which enforcement is sought.\n\nf. A transaction within the scope of this chapter is not subject to a statute of\nfrauds contained in another law of this Commonwealth.\n\nHISTORY: 2000, cc. 101, 996.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}