{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-508.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-508.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-508.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-508.2.html"}],"law_id":75036,"edition_id":1,"section_id":75036,"structure_id":13931,"section_number":"59.1-508.2","catch_line":"Cancellation","history":"2000, cc. 101, 996.","full_text":"a\n\nAn aggrieved party may cancel a contract if there is a material breach that has not been cured or waived or the agreement allows cancellation for the breach.b\n\nCancellation is not effective until the canceling party gives notice of cancellation to the party in breach, unless a delay required to notify the party would cause or threaten material harm or loss to the aggrieved party. The notification may be in any form reasonable under the circumstances. However, in an access contract, a party may cancel rights of access without notice.c\n\nOn cancellation, the following rules apply:1\n\nIf a party is in possession or control of licensed information, documentation, materials, or copies of licensed information, the following rules apply:A\n\nA party that has rightfully refused a copy shall comply with § 59.1-507.6 (b) as to the refused copy.B\n\nA party in breach of contract which would be subject to an obligation to deliver under § 59.1-506.18, shall deliver all information, documentation, materials, and copies to the other party or hold them with reasonable care for a reasonable time for disposal at that party’s instructions. The party in breach of contract shall follow any reasonable instructions received from the other party.C\n\nExcept as otherwise provided in subparagraphs (A) and (B), the party shall comply with \u00a7 59.1-506.18.2\n\nAll obligations that are executory on both sides at the time of cancellation are discharged, but the following survive:A\n\nany right based on previous breach or performance; andB\n\nthe rights, duties, and remedies described in \u00a7 59.1-506.16 (b).3\n\nCancellation of a license by the licensor ends any contractual right of the licensee to use the information, informational rights, copies, or other materials.4\n\nCancellation of a license by the licensee ends any contractual right to use the information, informational rights, copies, or other materials, but the licensee may use the information for a limited time after the license has been canceled if the use:A\n\nis within contractual use terms;B\n\nis not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; andC\n\nis not contrary to instructions received from the party in breach concerning disposition of them.5\n\nThe licensee shall pay the licensor the reasonable value of any use after cancellation permitted under paragraph (4).6\n\nThe obligations under this subsection apply to all information, informational rights, documentation, materials, and copies received by the party and any copies made therefrom.d\n\nA term providing that a contract may not be canceled precludes cancellation but does not limit other remedies.e\n\nUnless a contrary intention clearly appears, an expression such as “cancellation,” “rescission,” or the like may not be construed as a renunciation or discharge of a claim in damages for an antecedent breach.","order_by":null,"text":{"0":{"id":269502,"text":"An aggrieved party may cancel a contract if there is a material breach that has not been cured or waived or the agreement allows cancellation for the breach.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":269503,"text":"Cancellation is not effective until the canceling party gives notice of cancellation to the party in breach, unless a delay required to notify the party would cause or threaten material harm or loss to the aggrieved party. The notification may be in any form reasonable under the circumstances. However, in an access contract, a party may cancel rights of access without notice.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":269504,"text":"On cancellation, 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":269505,"text":"If a party is in possession or control of licensed information, documentation, materials, or copies of licensed information, the following rules apply:","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"A"},"4":{"id":269506,"text":"A party that has rightfully refused a copy shall comply with § 59.1-507.6 (b) as to the refused copy.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"c1","next_prefix":"B"},"5":{"id":269507,"text":"A party in breach of contract which would be subject to an obligation to deliver under § 59.1-506.18, shall deliver all information, documentation, materials, and copies to the other party or hold them with reasonable care for a reasonable time for disposal at that party’s instructions. The party in breach of contract shall follow any reasonable instructions received from the other party.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"6":{"id":269508,"text":"Except as otherwise provided in subparagraphs (A) and (B), the party shall comply with \u00a7 59.1-506.18.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C2"},"7":{"id":269509,"text":"All obligations that are executory on both sides at the time of cancellation are discharged, but the following survive:","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C","next_prefix":"A"},"8":{"id":269510,"text":"any right based on previous breach or performance; and","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"C2","next_prefix":"B"},"9":{"id":269511,"text":"the rights, duties, and remedies described in \u00a7 59.1-506.16 (b).","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B3"},"10":{"id":269512,"text":"Cancellation of a license by the licensor ends any contractual right of the licensee to use the information, informational rights, copies, or other materials.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B","next_prefix":"B4"},"11":{"id":269513,"text":"Cancellation of a license by the licensee ends any contractual right to use the information, informational rights, copies, or other materials, but the licensee may use the information for a limited time after the license has been canceled if the use:","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"A"},"12":{"id":269514,"text":"is within contractual use terms;","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"B4","next_prefix":"B"},"13":{"id":269515,"text":"is not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; and","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"14":{"id":269516,"text":"is not contrary to instructions received from the party in breach concerning disposition of them.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C5"},"15":{"id":269517,"text":"The licensee shall pay the licensor the reasonable value of any use after cancellation permitted under paragraph (4).","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C","next_prefix":"C6"},"16":{"id":269518,"text":"The obligations under this subsection apply to all information, informational rights, documentation, materials, and copies received by the party and any copies made therefrom.","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"d"},"17":{"id":269519,"text":"A term providing that a contract may not be canceled precludes cancellation but does not limit other remedies.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"C6","next_prefix":"e"},"18":{"id":269520,"text":"Unless a contrary intention clearly appears, an expression such as “cancellation,” “rescission,” or the like may not be construed as a renunciation or discharge of a claim in damages for an antecedent breach.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d"}},"ancestry":[{"id":13931,"edition_id":1,"name":"Remedies","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12900,"metadata":{},"date_created":"2026-06-26 03:46:20","date_modified":"2026-06-26 03:46:20","permalink":{"id":262309,"object_type":"structure","relational_id":13931,"identifier":"8","token":"59.1\/43\/8","url":"\/59.1\/43\/8\/","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":63224,"structure_id":13931,"section_number":"59.1-508.1","catch_line":"Remedies in general","url":"\/59.1-508.1\/","token":"59.1\/43\/8\/59.1-508.1","metadata":false},{"id":62869,"structure_id":13931,"section_number":"59.1-508.10","catch_line":"Recoupment","url":"\/59.1-508.10\/","token":"59.1\/43\/8\/59.1-508.10","metadata":false},{"id":83172,"structure_id":13931,"section_number":"59.1-508.11","catch_line":"Specific performance","url":"\/59.1-508.11\/","token":"59.1\/43\/8\/59.1-508.11","metadata":false},{"id":71286,"structure_id":13931,"section_number":"59.1-508.12","catch_line":"Completing performance","url":"\/59.1-508.12\/","token":"59.1\/43\/8\/59.1-508.12","metadata":false},{"id":64039,"structure_id":13931,"section_number":"59.1-508.13","catch_line":"Continuing use","url":"\/59.1-508.13\/","token":"59.1\/43\/8\/59.1-508.13","metadata":false},{"id":57350,"structure_id":13931,"section_number":"59.1-508.14","catch_line":"Discontinuing access","url":"\/59.1-508.14\/","token":"59.1\/43\/8\/59.1-508.14","metadata":false},{"id":66526,"structure_id":13931,"section_number":"59.1-508.15","catch_line":"Right to possession and to prevent use","url":"\/59.1-508.15\/","token":"59.1\/43\/8\/59.1-508.15","metadata":false},{"id":69891,"structure_id":13931,"section_number":"59.1-508.16","catch_line":"Limitations on electronic self-help","url":"\/59.1-508.16\/","token":"59.1\/43\/8\/59.1-508.16","metadata":false},{"id":77443,"structure_id":13931,"section_number":"59.1-508.17","catch_line":"Reserved","url":"\/59.1-508.17\/","token":"59.1\/43\/8\/59.1-508.17","metadata":false},{"id":75036,"structure_id":13931,"section_number":"59.1-508.2","catch_line":"Cancellation","url":"\/59.1-508.2\/","token":"59.1\/43\/8\/59.1-508.2","metadata":false},{"id":64229,"structure_id":13931,"section_number":"59.1-508.3","catch_line":"Contractual modification of remedy","url":"\/59.1-508.3\/","token":"59.1\/43\/8\/59.1-508.3","metadata":false},{"id":83760,"structure_id":13931,"section_number":"59.1-508.4","catch_line":"Liquidation of damages","url":"\/59.1-508.4\/","token":"59.1\/43\/8\/59.1-508.4","metadata":false},{"id":75111,"structure_id":13931,"section_number":"59.1-508.5","catch_line":"Limitation of actions","url":"\/59.1-508.5\/","token":"59.1\/43\/8\/59.1-508.5","metadata":false},{"id":73040,"structure_id":13931,"section_number":"59.1-508.6","catch_line":"Remedies for fraud","url":"\/59.1-508.6\/","token":"59.1\/43\/8\/59.1-508.6","metadata":false},{"id":54986,"structure_id":13931,"section_number":"59.1-508.7","catch_line":"Measurement of damages in general","url":"\/59.1-508.7\/","token":"59.1\/43\/8\/59.1-508.7","metadata":false},{"id":63047,"structure_id":13931,"section_number":"59.1-508.8","catch_line":"Licensor's damages","url":"\/59.1-508.8\/","token":"59.1\/43\/8\/59.1-508.8","metadata":false},{"id":86801,"structure_id":13931,"section_number":"59.1-508.9","catch_line":"Licensee's damages","url":"\/59.1-508.9\/","token":"59.1\/43\/8\/59.1-508.9","metadata":false}],"previous_section":{"id":77443,"structure_id":13931,"section_number":"59.1-508.17","catch_line":"Reserved","url":"\/59.1-508.17\/","token":"59.1\/43\/8\/59.1-508.17","metadata":false},"next_section":{"id":64229,"structure_id":13931,"section_number":"59.1-508.3","catch_line":"Contractual modification of remedy","url":"\/59.1-508.3\/","token":"59.1\/43\/8\/59.1-508.3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-508.2\/","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":86074,"section_number":"59.1-507.6","catch_line":"Copy; duties upon rightful refusal","order_by":null,"url":"\/59.1-507.6\/"}],"refers_to":[{"id":57489,"section_number":"59.1-506.16","catch_line":"Termination; survival of obligations","order_by":null,"url":"\/59.1-506.16\/"},{"id":71699,"section_number":"59.1-506.18","catch_line":"Termination; enforcement","order_by":null,"url":"\/59.1-506.18\/"},{"id":86074,"section_number":"59.1-507.6","catch_line":"Copy; duties upon rightful refusal","order_by":null,"url":"\/59.1-507.6\/"}],"permalink":{"id":262347,"object_type":"law","relational_id":75036,"identifier":"59.1-508.2","token":"59.1\/43\/8\/59.1-508.2","url":"\/59.1-508.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-508.2\/","token":"59.1\/43\/8\/59.1-508.2","dublin_core":{"Title":"Cancellation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-508.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> An aggrieved party<\/span> may cancel a contract<\/span> if there is a material<\/span> breach that has not been cured or waived or the agreement allows cancellation for the breach. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Cancellation is not effective until the canceling party gives notice of cancellation to the party in breach, unless a delay required to notify the party would cause or threaten material<\/span> harm or loss to the aggrieved party<\/span>. The notification may be in any form reasonable under the circumstances. However, in an access contract<\/span>, a party may cancel rights of access without notice. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> On cancellation, the following rules apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If a party is in possession<\/span> or control of licensed information, documentation, materials<\/span>, or copies of licensed information, the following rules apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> A party that has rightfully refused a copy shall comply with § 59.1-507.6<\/a> (b) as to the refused copy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A party in breach of contract<\/span> which would be subject to an obligation to deliver under § 59.1-506.18<\/a>, shall deliver all information, documentation, materials<\/span>, and copies to the other party or hold them with reasonable care for a reasonable time for disposal at that party’s instructions. The party in breach of contract<\/span> shall follow any reasonable instructions received from the other party. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except as otherwise provided in subparagraphs (A) and (B), the party shall comply with \u00a7 59.1-506.18<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All obligations that are executory on both sides at the time of cancellation are discharged, but the following survive: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> any right based on previous breach or performance; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> the rights, duties, and remedies described in \u00a7 59.1-506.16<\/a> (b). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Cancellation of a license by the licensor ends any contractual right of the licensee to use the information, informational rights, copies, or other materials<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Cancellation of a license by the licensee ends any contractual right to use the information, informational rights, copies, or other materials<\/span>, but the licensee may use the information for a limited time after the license has been canceled if the use: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> is within contractual use terms; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> is not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> is not contrary to instructions received from the party in breach concerning disposition<\/span> of them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The licensee shall pay the licensor the reasonable value of any use after cancellation permitted under paragraph (4). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The obligations under this subsection apply to all information, informational rights, documentation, materials<\/span>, and copies received by the party and any copies made therefrom. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A term providing that a contract<\/span> may not be canceled precludes cancellation but does not limit other remedies. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Unless a contrary intention clearly appears, an expression such as “cancellation,” “rescission,” or the like may not be construed as a renunciation or discharge of a claim in damages<\/span> for an antecedent breach. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCANCELLATION (\u00a7 59.1-508.2)\n\na. An aggrieved party may cancel a contract if there is a material breach that\nhas not been cured or waived or the agreement allows cancellation for the\nbreach.\n\nb. Cancellation is not effective until the canceling party gives notice of\ncancellation to the party in breach, unless a delay required to notify the party\nwould cause or threaten material harm or loss to the aggrieved party. The\nnotification may be in any form reasonable under the circumstances. However, in\nan access contract, a party may cancel rights of access without notice.\n\nc. On cancellation, the following rules apply:\n\n 1. If a party is in possession or control of licensed information,\n documentation, materials, or copies of licensed information, the following\n rules apply:\n\nA. A party that has rightfully refused a copy shall comply with §\n59.1-507.6 (b) as to the refused copy.\n\nB. A party in breach of contract which would be subject to an obligation to\ndeliver under § 59.1-506.18, shall deliver all information, documentation,\nmaterials, and copies to the other party or hold them with reasonable care for a\nreasonable time for disposal at that party’s instructions. The party in\nbreach of contract shall follow any reasonable instructions received from the\nother party.\n\nC. Except as otherwise provided in subparagraphs (A) and (B), the party shall\ncomply with \u00a7 59.1-506.18.\n\n 2. All obligations that are executory on both sides at the time of\n cancellation are discharged, but the following survive:\n\nA. any right based on previous breach or performance; and\n\nB. the rights, duties, and remedies described in \u00a7 59.1-506.16 (b).\n\n 3. Cancellation of a license by the licensor ends any contractual right of the\n licensee to use the information, informational rights, copies, or other\n materials.\n\n 4. Cancellation of a license by the licensee ends any contractual right to use\n the information, informational rights, copies, or other materials, but the\n licensee may use the information for a limited time after the license has been\n canceled if the use:\n\nA. is within contractual use terms;\n\nB. is not for distribution and is solely part of measures reasonable under the\ncircumstances to avoid or reduce loss; and\n\nC. is not contrary to instructions received from the party in breach concerning\ndisposition of them.\n\n 5. The licensee shall pay the licensor the reasonable value of any use after\n cancellation permitted under paragraph (4).\n\n 6. The obligations under this subsection apply to all information,\n informational rights, documentation, materials, and copies received by the\n party and any copies made therefrom.\n\nd. A term providing that a contract may not be canceled precludes cancellation\nbut does not limit other remedies.\n\ne. Unless a contrary intention clearly appears, an expression such as\n“cancellation,” “rescission,” or the like may not be\nconstrued as a renunciation or discharge of a claim in damages for an antecedent\nbreach.\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}}