{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-505.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-505.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-505.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-505.3.html"}],"law_id":68861,"edition_id":1,"section_id":68861,"structure_id":15099,"section_number":"59.1-505.3","catch_line":"Transfer of contractual interest","history":"2000, cc. 101, 996; 2001, cc. 762, 763; 2002, c. 403.","full_text":"The following rules apply to a transfer of a contractual interest:\n\n1\n\nA party’s contractual interest may be transferred unless the transfer:A\n\nis prohibited by other law; orB\n\nexcept as otherwise provided in paragraph (3), would materially change the duty of the other party, materially increase the burden or risk imposed on the other party, or materially impair the other party’s property or its likelihood or expectation of obtaining return performance.2\n\nExcept as otherwise provided in paragraph (3) and \u00a7 59.1-505.8 (a) (1) (B), a term prohibiting transfer of a party’s contractual interest is enforceable, and a transfer made in violation of that term is a breach of contract and is ineffective to create contractual rights in the transferee against the nontransferring party, except to the extent that:A\n\nthe contract is a license for incorporation or use of the licensed information or informational rights with information or informational rights from other sources in a combined work for public distribution or public performance and the transfer is of the completed, combined work;B\n\nthe transfer is of a right to payment arising out of the transferor’s due performance of less than its entire obligation and the transfer would be enforceable under paragraph (1) in the absence of the term prohibiting transfer; orC\n\nthe term is in a mass-market license, the transfer is made along with a computer, and the transfer is a gift or a donation (i) to a public elementary or secondary school, (ii) to a public library, (iii) to an organization exempt from taxation under § 501(c) (3) of the Internal Revenue Code, or (iv) from a consumer to another consumer.D\n\n[Repealed.]3\n\nA right to damages for breach of the whole contract or a right to payment arising out of the transferor’s due performance of its entire obligation may be transferred notwithstanding an agreement otherwise.4\n\nA term that prohibits transfer of a contractual interest under a mass-market license by the licensee must be conspicuous.","order_by":null,"text":{"0":{"id":249265,"text":"The following rules apply to a transfer of a contractual interest:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":249266,"text":"A party’s contractual interest may be transferred unless the transfer:","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"1A"},"2":{"id":249267,"text":"is prohibited by other law; or","type":"section","prefixes":["1","A"],"prefix":"A","entire_prefix":"1A","prefix_anchor":"1A","level":2,"prior_prefix":"1","next_prefix":"1B"},"3":{"id":249268,"text":"except as otherwise provided in paragraph (3), would materially change the duty of the other party, materially increase the burden or risk imposed on the other party, or materially impair the other party’s property or its likelihood or expectation of obtaining return performance.","type":"section","prefixes":["1","B"],"prefix":"B","entire_prefix":"1B","prefix_anchor":"1B","level":2,"prior_prefix":"1A","next_prefix":"2"},"4":{"id":249269,"text":"Except as otherwise provided in paragraph (3) and \u00a7 59.1-505.8 (a) (1) (B), a term prohibiting transfer of a party’s contractual interest is enforceable, and a transfer made in violation of that term is a breach of contract and is ineffective to create contractual rights in the transferee against the nontransferring party, except to the extent that:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1B","next_prefix":"2A"},"5":{"id":249270,"text":"the contract is a license for incorporation or use of the licensed information or informational rights with information or informational rights from other sources in a combined work for public distribution or public performance and the transfer is of the completed, combined work;","type":"section","prefixes":["2","A"],"prefix":"A","entire_prefix":"2A","prefix_anchor":"2A","level":2,"prior_prefix":"2","next_prefix":"2B"},"6":{"id":249271,"text":"the transfer is of a right to payment arising out of the transferor’s due performance of less than its entire obligation and the transfer would be enforceable under paragraph (1) in the absence of the term prohibiting transfer; or","type":"section","prefixes":["2","B"],"prefix":"B","entire_prefix":"2B","prefix_anchor":"2B","level":2,"prior_prefix":"2A","next_prefix":"2C"},"7":{"id":249272,"text":"the term is in a mass-market license, the transfer is made along with a computer, and the transfer is a gift or a donation (i) to a public elementary or secondary school, (ii) to a public library, (iii) to an organization exempt from taxation under § 501(c) (3) of the Internal Revenue Code, or (iv) from a consumer to another consumer.","type":"section","prefixes":["2","C"],"prefix":"C","entire_prefix":"2C","prefix_anchor":"2C","level":2,"prior_prefix":"2B","next_prefix":"2D"},"8":{"id":249273,"text":"[Repealed.]","type":"section","prefixes":["2","D"],"prefix":"D","entire_prefix":"2D","prefix_anchor":"2D","level":2,"prior_prefix":"2C","next_prefix":"3"},"9":{"id":249274,"text":"A right to damages for breach of the whole contract or a right to payment arising out of the transferor’s due performance of its entire obligation may be transferred notwithstanding an agreement otherwise.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2D","next_prefix":"4"},"10":{"id":249275,"text":"A term that prohibits transfer of a contractual interest under a mass-market license by the licensee must be conspicuous.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3"}},"ancestry":[{"id":15099,"edition_id":1,"name":"Transfer of Interests and Rights","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":12900,"metadata":{},"date_created":"2026-06-26 03:52:08","date_modified":"2026-06-26 03:52:08","permalink":{"id":262135,"object_type":"structure","relational_id":15099,"identifier":"5","token":"59.1\/43\/5","url":"\/59.1\/43\/5\/","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":78105,"structure_id":15099,"section_number":"59.1-505.1","catch_line":"Ownership of informational rights","url":"\/59.1-505.1\/","token":"59.1\/43\/5\/59.1-505.1","metadata":false},{"id":85215,"structure_id":15099,"section_number":"59.1-505.10","catch_line":"Financing arrangements; remedies or enforcement","url":"\/59.1-505.10\/","token":"59.1\/43\/5\/59.1-505.10","metadata":false},{"id":87452,"structure_id":15099,"section_number":"59.1-505.11","catch_line":"Financing arrangements; effect on licensor's rights","url":"\/59.1-505.11\/","token":"59.1\/43\/5\/59.1-505.11","metadata":false},{"id":74503,"structure_id":15099,"section_number":"59.1-505.12","catch_line":"Reserved","url":"\/59.1-505.12\/","token":"59.1\/43\/5\/59.1-505.12","metadata":false},{"id":80183,"structure_id":15099,"section_number":"59.1-505.2","catch_line":"Title to copy","url":"\/59.1-505.2\/","token":"59.1\/43\/5\/59.1-505.2","metadata":false},{"id":68861,"structure_id":15099,"section_number":"59.1-505.3","catch_line":"Transfer of contractual interest","url":"\/59.1-505.3\/","token":"59.1\/43\/5\/59.1-505.3","metadata":false},{"id":57535,"structure_id":15099,"section_number":"59.1-505.4","catch_line":"Effect of transfer of contractual interest","url":"\/59.1-505.4\/","token":"59.1\/43\/5\/59.1-505.4","metadata":false},{"id":83644,"structure_id":15099,"section_number":"59.1-505.5","catch_line":"Performance by delegate; subcontract","url":"\/59.1-505.5\/","token":"59.1\/43\/5\/59.1-505.5","metadata":false},{"id":79000,"structure_id":15099,"section_number":"59.1-505.6","catch_line":"Transfer by licensee","url":"\/59.1-505.6\/","token":"59.1\/43\/5\/59.1-505.6","metadata":false},{"id":86505,"structure_id":15099,"section_number":"59.1-505.7","catch_line":"Financing if financier does not become licensee","url":"\/59.1-505.7\/","token":"59.1\/43\/5\/59.1-505.7","metadata":false},{"id":70886,"structure_id":15099,"section_number":"59.1-505.8","catch_line":"Finance licenses","url":"\/59.1-505.8\/","token":"59.1\/43\/5\/59.1-505.8","metadata":false},{"id":82662,"structure_id":15099,"section_number":"59.1-505.9","catch_line":"Financing arrangements; obligations irrevocable","url":"\/59.1-505.9\/","token":"59.1\/43\/5\/59.1-505.9","metadata":false}],"previous_section":{"id":80183,"structure_id":15099,"section_number":"59.1-505.2","catch_line":"Title to copy","url":"\/59.1-505.2\/","token":"59.1\/43\/5\/59.1-505.2","metadata":false},"next_section":{"id":57535,"structure_id":15099,"section_number":"59.1-505.4","catch_line":"Effect of transfer of contractual interest","url":"\/59.1-505.4\/","token":"59.1\/43\/5\/59.1-505.4","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-505.3\/","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. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2001, chapters 762<\/a> and 763<\/a>; in 2002, chapter 403<\/a>.<\/p>","references":[{"id":57535,"section_number":"59.1-505.4","catch_line":"Effect of transfer of contractual interest","order_by":null,"url":"\/59.1-505.4\/"},{"id":79000,"section_number":"59.1-505.6","catch_line":"Transfer by licensee","order_by":null,"url":"\/59.1-505.6\/"},{"id":70886,"section_number":"59.1-505.8","catch_line":"Finance licenses","order_by":null,"url":"\/59.1-505.8\/"}],"refers_to":[{"id":70886,"section_number":"59.1-505.8","catch_line":"Finance licenses","order_by":null,"url":"\/59.1-505.8\/"}],"permalink":{"id":262157,"object_type":"law","relational_id":68861,"identifier":"59.1-505.3","token":"59.1\/43\/5\/59.1-505.3","url":"\/59.1-505.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-505.3\/","token":"59.1\/43\/5\/59.1-505.3","dublin_core":{"Title":"Transfer of contractual interest","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-505.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

The following rules apply to a transfer of a contractual interest:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A party<\/span>’s contractual interest may be transferred unless the transfer: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> is prohibited by other law<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> except as otherwise provided in paragraph (3), would materially change the duty of the other party<\/span>, materially increase the burden or risk imposed on the other party<\/span>, or materially impair the other party<\/span>’s property or its likelihood or expectation of obtaining return performance. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except as otherwise provided in paragraph (3) and \u00a7 59.1-505.8<\/a> (a) (1) (B), a term prohibiting transfer of a party<\/span>’s contractual interest is enforceable, and a transfer made in violation of that term is a breach of contract<\/span> and is ineffective to create contractual rights in the transferee against the nontransferring party<\/span>, except to the extent that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> the contract<\/span> is a license for incorporation or use of the licensed information or informational rights with information or informational rights from other sources in a combined work for public distribution or public performance and the transfer is of the completed, combined work; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> the transfer is of a right to payment arising out of the transferor’s due performance of less than its entire obligation and the transfer would be enforceable under paragraph (1) in the absence of the term prohibiting transfer; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> the term is in a mass-market license, the transfer is made along with a computer, and the transfer is a gift or a donation (i) to a public elementary or secondary school, (ii) to a public library, (iii) to an organization exempt from taxation under § 501(c) (3) of the Internal Revenue Code, or (iv) from a consumer to another consumer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> [Repealed.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A right to damages<\/span> for breach of the whole contract<\/span> or a right to payment arising out of the transferor’s due performance of its entire obligation may be transferred notwithstanding an agreement otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A term that prohibits transfer of a contractual interest under a mass-market license by the licensee must be conspicuous. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSFER OF CONTRACTUAL INTEREST (\u00a7 59.1-505.3)\n\nThe following rules apply to a transfer of a contractual interest:\n\n1. A party’s contractual interest may be transferred unless the transfer:\n\n A. is prohibited by other law; or\n\n B. except as otherwise provided in paragraph (3), would materially change the\n duty of the other party, materially increase the burden or risk imposed on the\n other party, or materially impair the other party’s property or its\n likelihood or expectation of obtaining return performance.\n\n2. Except as otherwise provided in paragraph (3) and \u00a7 59.1-505.8 (a) (1) (B),\na term prohibiting transfer of a party’s contractual interest is\nenforceable, and a transfer made in violation of that term is a breach of\ncontract and is ineffective to create contractual rights in the transferee\nagainst the nontransferring party, except to the extent that:\n\n A. the contract is a license for incorporation or use of the licensed\n information or informational rights with information or informational rights\n from other sources in a combined work for public distribution or public\n performance and the transfer is of the completed, combined work;\n\n B. the transfer is of a right to payment arising out of the transferor’s\n due performance of less than its entire obligation and the transfer would be\n enforceable under paragraph (1) in the absence of the term prohibiting\n transfer; or\n\n C. the term is in a mass-market license, the transfer is made along with a\n computer, and the transfer is a gift or a donation (i) to a public elementary\n or secondary school, (ii) to a public library, (iii) to an organization exempt\n from taxation under § 501(c) (3) of the Internal Revenue Code, or (iv)\n from a consumer to another consumer.\n\n D. [Repealed.]\n\n3. A right to damages for breach of the whole contract or a right to payment\narising out of the transferor’s due performance of its entire obligation\nmay be transferred notwithstanding an agreement otherwise.\n\n4. A term that prohibits transfer of a contractual interest under a mass-market\nlicense by the licensee must be conspicuous.\n\nHISTORY: 2000, cc. 101, 996; 2001, cc. 762, 763; 2002, c. 403.","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}}