{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-502.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-502.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-502.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-502.5.html"}],"law_id":61606,"edition_id":1,"section_id":61606,"structure_id":14011,"section_number":"59.1-502.5","catch_line":"Conditional offer or acceptance","history":"2000, cc. 101, 996.","full_text":"a\n\nIn this section, an offer or acceptance is conditional if it is conditioned on agreement by the other party to all the terms of the offer or acceptance.b\n\nExcept as otherwise provided in subsection (c), a conditional offer or acceptance precludes formation of a contract unless the other party agrees to its terms, such as by manifesting assent.c\n\nIf an offer and acceptance are in standard forms and at least one form is conditional, the following rules apply:1\n\nConditional language in a standard term precludes formation of a contract only if the actions of the party proposing the form are consistent with the conditional language, such as by refusing to perform, refusing to permit performance, or refusing to accept the benefits of the agreement, until its proposed terms are accepted.2\n\nA party that agrees, such as by manifesting assent, to a conditional offer that is effective under paragraph (1) adopts the terms of the offer under &#xA7; 59.1-502.8 or &#xA7; 59.1-502.9, except a term that conflicts with an expressly agreed term regarding price or quantity.","order_by":null,"text":{"0":{"id":224939,"text":"In this section, an offer or acceptance is conditional if it is conditioned on agreement by the other party to all the terms of the offer or acceptance.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":224940,"text":"Except as otherwise provided in subsection (c), a conditional offer or acceptance precludes formation of a contract unless the other party agrees to its terms, such as by manifesting assent.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":224941,"text":"If an offer and acceptance are in standard forms and at least one form is conditional, the following rules apply:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"3":{"id":224942,"text":"Conditional language in a standard term precludes formation of a contract only if the actions of the party proposing the form are consistent with the conditional language, such as by refusing to perform, refusing to permit performance, or refusing to accept the benefits of the agreement, until its proposed terms are accepted.","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"4":{"id":224943,"text":"A party that agrees, such as by manifesting assent, to a conditional offer that is effective under paragraph (1) adopts the terms of the offer under &#xA7; 59.1-502.8 or &#xA7; 59.1-502.9, except a term that conflicts with an expressly agreed term regarding price or quantity.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-502.5\/","history_text":"<p>This law was first created in 2000. The record of its establishment is cataloged in chapters <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?001+ful+CHAP0101\">101<\/a> and <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?001+ful+CHAP0996\">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":82209,"section_number":"59.1-502.4","catch_line":"Acceptance with varying terms","order_by":null,"url":"\/59.1-502.4\/"}],"refers_to":[{"id":75483,"section_number":"59.1-502.8","catch_line":"Adopting terms of records","order_by":null,"url":"\/59.1-502.8\/"},{"id":80284,"section_number":"59.1-502.9","catch_line":"Mass-market license","order_by":null,"url":"\/59.1-502.9\/"}],"permalink":{"id":262023,"object_type":"law","relational_id":61606,"identifier":"59.1-502.5","token":"59.1\/43\/2\/59.1-502.5","url":"\/59.1-502.5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-502.5\/","token":"59.1\/43\/2\/59.1-502.5","dublin_core":{"Title":"Conditional offer or acceptance","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-502.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"a\"><p><span class=\"prefix-number\">a.<\/span> In this section, an offer or acceptance is conditional if it is conditioned on agreement by the other <span class=\"dictionary\">party<\/span> to all the terms of the offer or acceptance. <a id=\"paragraph-224939\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/59.1-502.5\/#a\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"b\"><p><span class=\"prefix-number\">b.<\/span> Except as otherwise provided in subsection (c), a conditional offer or acceptance precludes formation of a <span class=\"dictionary\">contract<\/span> unless the other <span class=\"dictionary\">party<\/span> agrees to its terms, such as by manifesting assent. <a id=\"paragraph-224940\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/59.1-502.5\/#b\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"c\"><p><span class=\"prefix-number\">c.<\/span> If an offer and acceptance are in standard forms and at least one form is conditional, the following rules apply: <a id=\"paragraph-224941\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/59.1-502.5\/#c\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"c1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Conditional language in a standard term precludes formation of a <span class=\"dictionary\">contract<\/span> only if the actions of the <span class=\"dictionary\">party<\/span> proposing the form are consistent with the conditional language, such as by refusing to perform, refusing to permit performance, or refusing to accept the benefits of the agreement, until its proposed terms are accepted. <a id=\"paragraph-224942\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/59.1-502.5\/#c1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"c2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> A <span class=\"dictionary\">party<\/span> that agrees, such as by manifesting assent, to a conditional offer that is effective under paragraph (1) adopts the terms of the offer under &#xA7; <a class=\"law\" title=\"Adopting terms of records\" href=\"\/59.1-502.8\/\">59.1-502.8<\/a> or &#xA7; <a class=\"law\" title=\"Mass-market license\" href=\"\/59.1-502.9\/\">59.1-502.9<\/a>, except a term that conflicts with an expressly agreed term regarding price or quantity. <a id=\"paragraph-224943\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/59.1-502.5\/#c2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nCONDITIONAL OFFER OR ACCEPTANCE (\u00a7 59.1-502.5)\n\na. In this section, an offer or acceptance is conditional if it is conditioned\non agreement by the other party to all the terms of the offer or acceptance.\n\nb. Except as otherwise provided in subsection (c), a conditional offer or\nacceptance precludes formation of a contract unless the other party agrees to\nits terms, such as by manifesting assent.\n\nc. If an offer and acceptance are in standard forms and at least one form is\nconditional, the following rules apply:\n\n   1. Conditional language in a standard term precludes formation of a contract\n   only if the actions of the party proposing the form are consistent with the\n   conditional language, such as by refusing to perform, refusing to permit\n   performance, or refusing to accept the benefits of the agreement, until its\n   proposed terms are accepted.\n\n   2. A party that agrees, such as by manifesting assent, to a conditional offer\n   that is effective under paragraph (1) adopts the terms of the offer under\n   &#xA7; 59.1-502.8 or &#xA7; 59.1-502.9, except a term that conflicts with an\n   expressly agreed term regarding price or quantity.\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}}