{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-502.10.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-502.10.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-502.10.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-502.10.html"}],"law_id":82823,"edition_id":1,"section_id":82823,"structure_id":14011,"section_number":"59.1-502.10","catch_line":"Terms of contract formed by conduct","history":"2000, cc. 101, 996.","full_text":"a\n\nExcept as otherwise provided in subsection (b) and subject to § 59.1-503.1, if a contract is formed by conduct of the parties, the terms of the contract are determined by consideration of the terms and conditions to which the parties expressly agreed, course of performance, course of dealing, usage of trade, the nature of the parties’ conduct, the records exchanged, the information or informational rights involved, and all other relevant circumstances. If a court cannot determine the terms of the contract from the foregoing factors, the supplementary principles of this chapter apply.b\n\nThis section does not apply if the parties authenticate a record of the contract or a party agrees, such as by manifesting assent, to the record containing the terms of the other party.","order_by":null,"text":{"0":{"id":296917,"text":"Except as otherwise provided in subsection (b) and subject to § 59.1-503.1, if a contract is formed by conduct of the parties, the terms of the contract are determined by consideration of the terms and conditions to which the parties expressly agreed, course of performance, course of dealing, usage of trade, the nature of the parties’ conduct, the records exchanged, the information or informational rights involved, and all other relevant circumstances. If a court cannot determine the terms of the contract from the foregoing factors, the supplementary principles of this chapter apply.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":296918,"text":"This section does not apply if the parties authenticate a record of the contract or a party agrees, such as by manifesting assent, to the record containing the terms of the other party.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-502.10\/","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":false,"refers_to":[{"id":83932,"section_number":"59.1-503.1","catch_line":"Parol or extrinsic evidence","order_by":null,"url":"\/59.1-503.1\/"}],"permalink":{"id":261979,"object_type":"law","relational_id":82823,"identifier":"59.1-502.10","token":"59.1\/43\/2\/59.1-502.10","url":"\/59.1-502.10\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-502.10\/","token":"59.1\/43\/2\/59.1-502.10","dublin_core":{"Title":"Terms of contract formed by conduct","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-502.10","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Except as otherwise provided in subsection (b) and subject to § 59.1-503.1<\/a>, if a contract<\/span> is formed by conduct of the parties, the terms of the contract<\/span> are determined by consideration of the terms and conditions to which the parties expressly agreed, course of performance, course of dealing, usage of trade, the nature of the parties’ conduct, the records exchanged, the information or informational rights involved, and all other relevant circumstances. If a court<\/span> cannot determine the terms of the contract<\/span> from the foregoing factors, the supplementary principles of this chapter apply. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> This section does not apply if the parties authenticate a record of the contract<\/span> or a party<\/span> agrees, such as by manifesting assent, to the record containing the terms of the other party<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTERMS OF CONTRACT FORMED BY CONDUCT (\u00a7 59.1-502.10)\n\na. Except as otherwise provided in subsection (b) and subject to §\n59.1-503.1, if a contract is formed by conduct of the parties, the terms of the\ncontract are determined by consideration of the terms and conditions to which\nthe parties expressly agreed, course of performance, course of dealing, usage of\ntrade, the nature of the parties’ conduct, the records exchanged, the\ninformation or informational rights involved, and all other relevant\ncircumstances. If a court cannot determine the terms of the contract from the\nforegoing factors, the supplementary principles of this chapter apply.\n\nb. This section does not apply if the parties authenticate a record of the\ncontract or a party agrees, such as by manifesting assent, to the record\ncontaining the terms of the other party.\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}}