{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-502.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-502.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-502.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-502.2.html"}],"law_id":55100,"edition_id":1,"section_id":55100,"structure_id":14011,"section_number":"59.1-502.2","catch_line":"Formation in general","history":"2000, cc. 101, 996.","full_text":"a\n\nA contract may be formed in any manner sufficient to show agreement, including offer and acceptance or conduct of both parties or operations of electronic agents which recognize the existence of a contract.b\n\nIf the parties so intend, an agreement sufficient to constitute a contract may be found even if the time of its making is undetermined, one or more terms are left open or to be agreed upon, the records of the parties do not otherwise establish a contract, or one party reserves the right to modify terms.c\n\nEven if one or more terms are left open or to be agreed upon, a contract does not fail for indefiniteness if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.d\n\nIn the absence of conduct or performance by both parties to the contrary, a contract is not formed if there is a material disagreement about a material term, including a term concerning scope.e\n\nIf a term is to be adopted by later agreement and the parties intend not to be bound unless the term is so adopted, a contract is not formed if the parties do not agree to the term. In that case, each party shall deliver to the other party, or with the consent of the other party destroy, all copies of information, access materials, and other materials received or made, and each party is entitled to a return with respect to any contract fee paid for which performance has not been received, has not been accepted, or has been redelivered without any benefit being retained. The parties remain bound by any contractual use term only with respect to information or copies received or made from copies received pursuant to the agreement, but the contractual use term does not apply to information or copies properly received or obtained from another source.","order_by":null,"text":{"0":{"id":202055,"text":"A contract may be formed in any manner sufficient to show agreement, including offer and acceptance or conduct of both parties or operations of electronic agents which recognize the existence of a contract.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":202056,"text":"If the parties so intend, an agreement sufficient to constitute a contract may be found even if the time of its making is undetermined, one or more terms are left open or to be agreed upon, the records of the parties do not otherwise establish a contract, or one party reserves the right to modify terms.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":202057,"text":"Even if one or more terms are left open or to be agreed upon, a contract does not fail for indefiniteness if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"3":{"id":202058,"text":"In the absence of conduct or performance by both parties to the contrary, a contract is not formed if there is a material disagreement about a material term, including a term concerning scope.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"4":{"id":202059,"text":"If a term is to be adopted by later agreement and the parties intend not to be bound unless the term is so adopted, a contract is not formed if the parties do not agree to the term. In that case, each party shall deliver to the other party, or with the consent of the other party destroy, all copies of information, access materials, and other materials received or made, and each party is entitled to a return with respect to any contract fee paid for which performance has not been received, has not been accepted, or has been redelivered without any benefit being retained. The parties remain bound by any contractual use term only with respect to information or copies received or made from copies received pursuant to the agreement, but the contractual use term does not apply to information or copies properly received or obtained from another source.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-502.2\/","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":75483,"section_number":"59.1-502.8","catch_line":"Adopting terms of records","order_by":null,"url":"\/59.1-502.8\/"}],"refers_to":false,"permalink":{"id":262011,"object_type":"law","relational_id":55100,"identifier":"59.1-502.2","token":"59.1\/43\/2\/59.1-502.2","url":"\/59.1-502.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-502.2\/","token":"59.1\/43\/2\/59.1-502.2","dublin_core":{"Title":"Formation in general","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-502.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A contract<\/span> may be formed in any manner sufficient to show agreement, including offer and acceptance or conduct of both parties or operations of electronic agents which recognize the existence of a contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> If the parties so intend, an agreement sufficient to constitute a contract<\/span> may be found even if the time of its making is undetermined, one or more terms are left open or to be agreed upon, the records of the parties do not otherwise establish a contract<\/span>, or one party<\/span> reserves the right to modify terms. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> Even if one or more terms are left open or to be agreed upon, a contract<\/span> does not fail for indefiniteness if the parties intended to make a contract<\/span> and there is a reasonably certain basis for giving an appropriate remedy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> In the absence of conduct or performance by both parties to the contrary, a contract<\/span> is not formed if there is a material<\/span> disagreement about a material<\/span> term, including a term concerning scope. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> If a term is to be adopted by later agreement and the parties intend not to be bound unless the term is so adopted, a contract<\/span> is not formed if the parties do not agree to the term. In that case, each party<\/span> shall deliver to the other party<\/span>, or with the consent of the other party<\/span> destroy, all copies of information, access materials<\/span>, and other materials<\/span> received or made, and each party<\/span> is entitled to a return with respect to any contract<\/span> fee paid for which performance has not been received, has not been accepted, or has been redelivered without any benefit being retained. The parties remain bound by any contractual use term only with respect to information or copies received or made from copies received pursuant to the agreement, but the contractual use term does not apply to information or copies properly received or obtained from another source. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFORMATION IN GENERAL (\u00a7 59.1-502.2)\n\na. A contract may be formed in any manner sufficient to show agreement,\nincluding offer and acceptance or conduct of both parties or operations of\nelectronic agents which recognize the existence of a contract.\n\nb. If the parties so intend, an agreement sufficient to constitute a contract\nmay be found even if the time of its making is undetermined, one or more terms\nare left open or to be agreed upon, the records of the parties do not otherwise\nestablish a contract, or one party reserves the right to modify terms.\n\nc. Even if one or more terms are left open or to be agreed upon, a contract does\nnot fail for indefiniteness if the parties intended to make a contract and there\nis a reasonably certain basis for giving an appropriate remedy.\n\nd. In the absence of conduct or performance by both parties to the contrary, a\ncontract is not formed if there is a material disagreement about a material\nterm, including a term concerning scope.\n\ne. If a term is to be adopted by later agreement and the parties intend not to\nbe bound unless the term is so adopted, a contract is not formed if the parties\ndo not agree to the term. In that case, each party shall deliver to the other\nparty, or with the consent of the other party destroy, all copies of\ninformation, access materials, and other materials received or made, and each\nparty is entitled to a return with respect to any contract fee paid for which\nperformance has not been received, has not been accepted, or has been\nredelivered without any benefit being retained. The parties remain bound by any\ncontractual use term only with respect to information or copies received or made\nfrom copies received pursuant to the agreement, but the contractual use term\ndoes not apply to information or copies properly received or obtained from\nanother source.\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}}