{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-503.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-503.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-503.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-503.4.html"}],"law_id":83411,"edition_id":1,"section_id":83411,"structure_id":15655,"section_number":"59.1-503.4","catch_line":"Continuing contractual terms","history":"2000, cc. 101, 996.","full_text":"a\n\nTerms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party with respect to each successive performance, unless the terms are modified in accordance with this chapter or the contract.b\n\nIf a contract provides that terms may be changed as to future performances by compliance with a described procedure, a change proposed in good faith pursuant to that procedure becomes part of the contract if the procedure:1\n\nreasonably notifies the other party of the change; and2\n\nin a mass-market transaction, permits the other party to terminate the contract as to future performance if the change alters a material term and the party in good faith determines that the modification is unacceptable.c\n\nThe parties by agreement may determine the standards for reasonable notice unless the agreed standards are manifestly unreasonable in light of the commercial circumstances.d\n\nThe enforceability of changes made pursuant to a procedure that does not comply with subsection (b) is determined by the other provisions of this chapter or other law.","order_by":null,"text":{"0":{"id":298852,"text":"Terms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party with respect to each successive performance, unless the terms are modified in accordance with this chapter or the contract.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":298853,"text":"If a contract provides that terms may be changed as to future performances by compliance with a described procedure, a change proposed in good faith pursuant to that procedure becomes part of the contract if the procedure:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":298854,"text":"reasonably notifies the other party of the change; and","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":298855,"text":"in a mass-market transaction, permits the other party to terminate the contract as to future performance if the change alters a material term and the party in good faith determines that the modification is unacceptable.","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"c"},"4":{"id":298856,"text":"The parties by agreement may determine the standards for reasonable notice unless the agreed standards are manifestly unreasonable in light of the commercial circumstances.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b2","next_prefix":"d"},"5":{"id":298857,"text":"The enforceability of changes made pursuant to a procedure that does not comply with subsection (b) is determined by the other provisions of this chapter or other law.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c"}},"ancestry":[{"id":15655,"edition_id":1,"name":"Construction","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":12900,"metadata":{},"date_created":"2026-06-26 03:57:25","date_modified":"2026-06-26 03:57:25","permalink":{"id":262043,"object_type":"structure","relational_id":15655,"identifier":"3","token":"59.1\/43\/3","url":"\/59.1\/43\/3\/","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":83932,"structure_id":15655,"section_number":"59.1-503.1","catch_line":"Parol or extrinsic evidence","url":"\/59.1-503.1\/","token":"59.1\/43\/3\/59.1-503.1","metadata":false},{"id":82275,"structure_id":15655,"section_number":"59.1-503.10","catch_line":"Licenses to nonprofit libraries, archives or educational institutions","url":"\/59.1-503.10\/","token":"59.1\/43\/3\/59.1-503.10","metadata":false},{"id":82998,"structure_id":15655,"section_number":"59.1-503.11","catch_line":"Reserved","url":"\/59.1-503.11\/","token":"59.1\/43\/3\/59.1-503.11","metadata":false},{"id":59844,"structure_id":15655,"section_number":"59.1-503.2","catch_line":"Practical construction","url":"\/59.1-503.2\/","token":"59.1\/43\/3\/59.1-503.2","metadata":false},{"id":84002,"structure_id":15655,"section_number":"59.1-503.3","catch_line":"Modification and rescission","url":"\/59.1-503.3\/","token":"59.1\/43\/3\/59.1-503.3","metadata":false},{"id":83411,"structure_id":15655,"section_number":"59.1-503.4","catch_line":"Continuing contractual terms","url":"\/59.1-503.4\/","token":"59.1\/43\/3\/59.1-503.4","metadata":false},{"id":78438,"structure_id":15655,"section_number":"59.1-503.5","catch_line":"Terms to be specified","url":"\/59.1-503.5\/","token":"59.1\/43\/3\/59.1-503.5","metadata":false},{"id":69400,"structure_id":15655,"section_number":"59.1-503.6","catch_line":"Performance under open terms","url":"\/59.1-503.6\/","token":"59.1\/43\/3\/59.1-503.6","metadata":false},{"id":62393,"structure_id":15655,"section_number":"59.1-503.7","catch_line":"Interpretation and requirements for grant","url":"\/59.1-503.7\/","token":"59.1\/43\/3\/59.1-503.7","metadata":false},{"id":71642,"structure_id":15655,"section_number":"59.1-503.8","catch_line":"Repealed","url":"\/59.1-503.8\/","token":"59.1\/43\/3\/59.1-503.8","metadata":false},{"id":72362,"structure_id":15655,"section_number":"59.1-503.9","catch_line":"Agreement for performance to party's satisfaction","url":"\/59.1-503.9\/","token":"59.1\/43\/3\/59.1-503.9","metadata":false}],"previous_section":{"id":84002,"structure_id":15655,"section_number":"59.1-503.3","catch_line":"Modification and rescission","url":"\/59.1-503.3\/","token":"59.1\/43\/3\/59.1-503.3","metadata":false},"next_section":{"id":78438,"structure_id":15655,"section_number":"59.1-503.5","catch_line":"Terms to be specified","url":"\/59.1-503.5\/","token":"59.1\/43\/3\/59.1-503.5","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-503.4\/","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\/"}],"refers_to":false,"permalink":{"id":262065,"object_type":"law","relational_id":83411,"identifier":"59.1-503.4","token":"59.1\/43\/3\/59.1-503.4","url":"\/59.1-503.4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-503.4\/","token":"59.1\/43\/3\/59.1-503.4","dublin_core":{"Title":"Continuing contractual terms","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-503.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Terms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party<\/span> with respect to each successive performance, unless the terms are modified in accordance with this chapter or the contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> If a contract<\/span> provides that terms may be changed as to future performances by compliance with a described procedure, a change proposed in good faith pursuant to that procedure becomes part of the contract<\/span> if the procedure: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> reasonably notifies the other party<\/span> of the change; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> in a mass-market transaction, permits the other party<\/span> to terminate the contract<\/span> as to future performance if the change alters a material<\/span> term and the party<\/span> in good faith determines that the modification is unacceptable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> The parties by agreement may determine the standards for reasonable notice unless the agreed standards are manifestly unreasonable in light of the commercial circumstances. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> The enforceability of changes made pursuant to a procedure that does not comply with subsection (b) is determined by the other provisions of this chapter or other law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONTINUING CONTRACTUAL TERMS (\u00a7 59.1-503.4)\n\na. Terms of an agreement involving successive performances apply to all\nperformances, even if the terms are not displayed or otherwise brought to the\nattention of a party with respect to each successive performance, unless the\nterms are modified in accordance with this chapter or the contract.\n\nb. If a contract provides that terms may be changed as to future performances by\ncompliance with a described procedure, a change proposed in good faith pursuant\nto that procedure becomes part of the contract if the procedure:\n\n 1. reasonably notifies the other party of the change; and\n\n 2. in a mass-market transaction, permits the other party to terminate the\n contract as to future performance if the change alters a material term and the\n party in good faith determines that the modification is unacceptable.\n\nc. The parties by agreement may determine the standards for reasonable notice\nunless the agreed standards are manifestly unreasonable in light of the\ncommercial circumstances.\n\nd. The enforceability of changes made pursuant to a procedure that does not\ncomply with subsection (b) is determined by the other provisions of this chapter\nor other law.\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}}