{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-507.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-507.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-507.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-507.2.html"}],"law_id":70163,"edition_id":1,"section_id":70163,"structure_id":12901,"section_number":"59.1-507.2","catch_line":"Waiver of remedy for breach of contract","history":"2000, cc. 101, 996.","full_text":"a\n\nA claim or right arising out of a breach of contract may be discharged in whole or part without consideration by a waiver in a record to which the party making the waiver agrees after breach, such as by manifesting assent, or which the party making the waiver authenticates and delivers to the other party.b\n\nA party that accepts a performance with knowledge that the performance constitutes a breach of contract and, within a reasonable time after acceptance, does not notify the other party of the breach waives all remedies for the breach, unless acceptance was made on the reasonable assumption that the breach would be cured and it has not been seasonably cured. However, a party that seasonably notifies the other party of a reservation of rights does not waive the rights reserved.c\n\nA party that refuses a performance and fails to identify a particular defect that is ascertainable by reasonable inspection waives the right to rely on that defect to justify refusal only if:1\n\nthe other party could have cured the defect if it were identified seasonably; or2\n\nbetween merchants, the other party after refusal made a request in a record for a full and final statement of all defects on which the refusing party relied.d\n\nWaiver of a remedy for breach of contract in one performance does not waive any remedy for the same or a similar breach in future performances unless the party making the waiver expressly so states.e\n\nA waiver may not be retracted as to the performance to which the waiver applies.f\n\nExcept for a waiver in accordance with subsection (a) or a waiver supported by consideration, a waiver affecting an executory portion of a contract may be retracted by seasonable notice received by the other party that strict performance will be required in the future, unless the retraction would be unjust in view of a material change of position in reliance on the waiver by that party.","order_by":null,"text":{"0":{"id":253370,"text":"A claim or right arising out of a breach of contract may be discharged in whole or part without consideration by a waiver in a record to which the party making the waiver agrees after breach, such as by manifesting assent, or which the party making the waiver authenticates and delivers to the other party.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":253371,"text":"A party that accepts a performance with knowledge that the performance constitutes a breach of contract and, within a reasonable time after acceptance, does not notify the other party of the breach waives all remedies for the breach, unless acceptance was made on the reasonable assumption that the breach would be cured and it has not been seasonably cured. However, a party that seasonably notifies the other party of a reservation of rights does not waive the rights reserved.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":253372,"text":"A party that refuses a performance and fails to identify a particular defect that is ascertainable by reasonable inspection waives the right to rely on that defect to justify refusal only if:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"3":{"id":253373,"text":"the other party could have cured the defect if it were identified seasonably; or","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"4":{"id":253374,"text":"between merchants, the other party after refusal made a request in a record for a full and final statement of all defects on which the refusing party relied.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"5":{"id":253375,"text":"Waiver of a remedy for breach of contract in one performance does not waive any remedy for the same or a similar breach in future performances unless the party making the waiver expressly so states.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"e"},"6":{"id":253376,"text":"A waiver may not be retracted as to the performance to which the waiver applies.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"7":{"id":253377,"text":"Except for a waiver in accordance with subsection (a) or a waiver supported by consideration, a waiver affecting an executory portion of a contract may be retracted by seasonable notice received by the other party that strict performance will be required in the future, unless the retraction would be unjust in view of a material change of position in reliance on the waiver by that party.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e"}},"ancestry":[{"id":12901,"edition_id":1,"name":"Breach of Contract","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":12900,"metadata":{},"date_created":"2026-06-26 03:44:00","date_modified":"2026-06-26 03:44:00","permalink":{"id":262263,"object_type":"structure","relational_id":12901,"identifier":"7","token":"59.1\/43\/7","url":"\/59.1\/43\/7\/","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":54018,"structure_id":12901,"section_number":"59.1-507.1","catch_line":"Breach of contract; material breach","url":"\/59.1-507.1\/","token":"59.1\/43\/7\/59.1-507.1","metadata":false},{"id":55132,"structure_id":12901,"section_number":"59.1-507.10","catch_line":"Retraction of anticipatory repudiation","url":"\/59.1-507.10\/","token":"59.1\/43\/7\/59.1-507.10","metadata":false},{"id":75704,"structure_id":12901,"section_number":"59.1-507.11","catch_line":"Reserved","url":"\/59.1-507.11\/","token":"59.1\/43\/7\/59.1-507.11","metadata":false},{"id":70163,"structure_id":12901,"section_number":"59.1-507.2","catch_line":"Waiver of remedy for breach of contract","url":"\/59.1-507.2\/","token":"59.1\/43\/7\/59.1-507.2","metadata":false},{"id":54926,"structure_id":12901,"section_number":"59.1-507.3","catch_line":"Cure of breach of contract","url":"\/59.1-507.3\/","token":"59.1\/43\/7\/59.1-507.3","metadata":false},{"id":54948,"structure_id":12901,"section_number":"59.1-507.4","catch_line":"Copy; refusal of defective tender","url":"\/59.1-507.4\/","token":"59.1\/43\/7\/59.1-507.4","metadata":false},{"id":82725,"structure_id":12901,"section_number":"59.1-507.5","catch_line":"Copy; contract with previous vested grant of rights","url":"\/59.1-507.5\/","token":"59.1\/43\/7\/59.1-507.5","metadata":false},{"id":86074,"structure_id":12901,"section_number":"59.1-507.6","catch_line":"Copy; duties upon rightful refusal","url":"\/59.1-507.6\/","token":"59.1\/43\/7\/59.1-507.6","metadata":false},{"id":58037,"structure_id":12901,"section_number":"59.1-507.7","catch_line":"Copy; revocation of acceptance","url":"\/59.1-507.7\/","token":"59.1\/43\/7\/59.1-507.7","metadata":false},{"id":78291,"structure_id":12901,"section_number":"59.1-507.8","catch_line":"Adequate assurance of performance","url":"\/59.1-507.8\/","token":"59.1\/43\/7\/59.1-507.8","metadata":false},{"id":61883,"structure_id":12901,"section_number":"59.1-507.9","catch_line":"Anticipatory repudiation","url":"\/59.1-507.9\/","token":"59.1\/43\/7\/59.1-507.9","metadata":false}],"previous_section":{"id":75704,"structure_id":12901,"section_number":"59.1-507.11","catch_line":"Reserved","url":"\/59.1-507.11\/","token":"59.1\/43\/7\/59.1-507.11","metadata":false},"next_section":{"id":54926,"structure_id":12901,"section_number":"59.1-507.3","catch_line":"Cure of breach of contract","url":"\/59.1-507.3\/","token":"59.1\/43\/7\/59.1-507.3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-507.2\/","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":84002,"section_number":"59.1-503.3","catch_line":"Modification and rescission","order_by":null,"url":"\/59.1-503.3\/"}],"refers_to":false,"permalink":{"id":262277,"object_type":"law","relational_id":70163,"identifier":"59.1-507.2","token":"59.1\/43\/7\/59.1-507.2","url":"\/59.1-507.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-507.2\/","token":"59.1\/43\/7\/59.1-507.2","dublin_core":{"Title":"Waiver of remedy for breach of contract","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-507.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A claim or right arising out of a breach of contract<\/span> may be discharged in whole or part without consideration by a waiver<\/span> in a record to which the party<\/span> making the waiver<\/span> agrees after breach, such as by manifesting assent, or which the party<\/span> making the waiver<\/span> authenticates and delivers to the other party<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A party<\/span> that accepts a performance with knowledge that the performance constitutes a breach of contract<\/span> and, within a reasonable time after acceptance, does not notify the other party<\/span> of the breach waives<\/span> all remedies for the breach, unless acceptance was made on the reasonable assumption that the breach would be cured and it has not been seasonably cured. However, a party<\/span> that seasonably notifies the other party<\/span> of a reservation of rights does not waive<\/span> the rights reserved. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> A party<\/span> that refuses a performance and fails to identify a particular defect that is ascertainable by reasonable inspection waives<\/span> the right to rely on that defect to justify refusal only if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the other party<\/span> could have cured the defect if it were identified seasonably; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> between merchants, the other party<\/span> after refusal made a request in a record for a full and final statement of all defects on which the refusing party<\/span> relied. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> Waiver<\/span> of a remedy for breach of contract<\/span> in one performance does not waive<\/span> any remedy for the same or a similar breach in future performances unless the party<\/span> making the waiver<\/span> expressly so states. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> A waiver<\/span> may not be retracted as to the performance to which the waiver<\/span> applies. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> Except for a waiver<\/span> in accordance with subsection (a) or a waiver<\/span> supported by consideration, a waiver<\/span> affecting an executory portion of a contract<\/span> may be retracted by seasonable notice received by the other party<\/span> that strict performance will be required in the future, unless the retraction would be unjust in view of a material<\/span> change of position in reliance on the waiver<\/span> by that party<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWAIVER OF REMEDY FOR BREACH OF CONTRACT (\u00a7 59.1-507.2)\n\na. A claim or right arising out of a breach of contract may be discharged in\nwhole or part without consideration by a waiver in a record to which the party\nmaking the waiver agrees after breach, such as by manifesting assent, or which\nthe party making the waiver authenticates and delivers to the other party.\n\nb. A party that accepts a performance with knowledge that the performance\nconstitutes a breach of contract and, within a reasonable time after acceptance,\ndoes not notify the other party of the breach waives all remedies for the\nbreach, unless acceptance was made on the reasonable assumption that the breach\nwould be cured and it has not been seasonably cured. However, a party that\nseasonably notifies the other party of a reservation of rights does not waive\nthe rights reserved.\n\nc. A party that refuses a performance and fails to identify a particular defect\nthat is ascertainable by reasonable inspection waives the right to rely on that\ndefect to justify refusal only if:\n\n 1. the other party could have cured the defect if it were identified\n seasonably; or\n\n 2. between merchants, the other party after refusal made a request in a record\n for a full and final statement of all defects on which the refusing party\n relied.\n\nd. Waiver of a remedy for breach of contract in one performance does not waive\nany remedy for the same or a similar breach in future performances unless the\nparty making the waiver expressly so states.\n\ne. A waiver may not be retracted as to the performance to which the waiver\napplies.\n\nf. Except for a waiver in accordance with subsection (a) or a waiver supported\nby consideration, a waiver affecting an executory portion of a contract may be\nretracted by seasonable notice received by the other party that strict\nperformance will be required in the future, unless the retraction would be\nunjust in view of a material change of position in reliance on the waiver by\nthat 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}}