{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-508.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-508.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-508.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-508.4.html"}],"law_id":83760,"edition_id":1,"section_id":83760,"structure_id":13931,"section_number":"59.1-508.4","catch_line":"Liquidation of damages","history":"2000, cc. 101, 996.","full_text":"a\n\nDamages for breach of contract by either party may be liquidated by agreement in an amount that is reasonable in light of:1\n\nthe loss anticipated at the time of contracting;2\n\nthe actual loss; or3\n\nthe actual or anticipated difficulties of proving loss in the event of breach.b\n\nIf a term liquidating damages is unenforceable under this subsection, the aggrieved party may pursue the remedies provided in this chapter, except as limited by other terms of the contract.c\n\nIf a party justifiably withholds delivery of copies because of the other party’s breach of contract, the party in breach is entitled to restitution for any amount by which the sum of the payments it made for the copies exceeds the amount of the liquidated damages payable to the aggrieved party in accordance with subsection (a). The right to restitution is subject to offset to the extent that the aggrieved party establishes:1\n\na right to recover damages other than under subsection (a); and2\n\nthe amount or value of any benefits received by the party in breach, directly or indirectly, by reason of the contract.d\n\nA term that does not liquidate damages, but that limits damages available to the aggrieved party, must be evaluated under § 59.1-508.3.","order_by":null,"text":{"0":{"id":300259,"text":"Damages for breach of contract by either party may be liquidated by agreement in an amount that is reasonable in light of:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":300260,"text":"the loss anticipated at the time of contracting;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":300261,"text":"the actual loss; or","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":300262,"text":"the actual or anticipated difficulties of proving loss in the event of breach.","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"b"},"4":{"id":300263,"text":"If a term liquidating damages is unenforceable under this subsection, the aggrieved party may pursue the remedies provided in this chapter, except as limited by other terms of the contract.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a3","next_prefix":"c"},"5":{"id":300264,"text":"If a party justifiably withholds delivery of copies because of the other party’s breach of contract, the party in breach is entitled to restitution for any amount by which the sum of the payments it made for the copies exceeds the amount of the liquidated damages payable to the aggrieved party in accordance with subsection (a). The right to restitution is subject to offset to the extent that the aggrieved party establishes:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"6":{"id":300265,"text":"a right to recover damages other than under subsection (a); and","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"7":{"id":300266,"text":"the amount or value of any benefits received by the party in breach, directly or indirectly, by reason of the contract.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"8":{"id":300267,"text":"A term that does not liquidate damages, but that limits damages available to the aggrieved party, must be evaluated under § 59.1-508.3.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2"}},"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 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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 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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\/"},{"id":63224,"section_number":"59.1-508.1","catch_line":"Remedies in general","order_by":null,"url":"\/59.1-508.1\/"}],"refers_to":[{"id":64229,"section_number":"59.1-508.3","catch_line":"Contractual modification of remedy","order_by":null,"url":"\/59.1-508.3\/"}],"permalink":{"id":262355,"object_type":"law","relational_id":83760,"identifier":"59.1-508.4","token":"59.1\/43\/8\/59.1-508.4","url":"\/59.1-508.4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-508.4\/","token":"59.1\/43\/8\/59.1-508.4","dublin_core":{"Title":"Liquidation of damages","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-508.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Damages<\/span> for breach of contract<\/span> by either party<\/span> may be liquidated by agreement in an amount that is reasonable in light of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the loss anticipated at the time of contracting; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the actual loss; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the actual or anticipated difficulties of proving loss in the event of breach. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> If a term liquidating damages<\/span> is unenforceable under this subsection, the aggrieved party<\/span> may pursue the remedies provided in this chapter, except as limited by other terms of the contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> If a party justifiably withholds delivery of copies because of the other party’s breach of contract<\/span>, the party in breach is entitled to restitution<\/span> for any amount by which the sum of the payments it made for the copies exceeds the amount of the liquidated damages<\/span> payable to the aggrieved party<\/span> in accordance with subsection (a). The right to restitution<\/span> is subject to offset to the extent that the aggrieved party<\/span> establishes: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> a right to recover damages<\/span> other than under subsection (a); and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the amount or value of any benefits received by the party in breach, directly or indirectly, by reason of the contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A term that does not liquidate damages<\/span>, but that limits damages<\/span> available to the aggrieved party<\/span>, must be evaluated under § 59.1-508.3<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIQUIDATION OF DAMAGES (\u00a7 59.1-508.4)\n\na. Damages for breach of contract by either party may be liquidated by agreement\nin an amount that is reasonable in light of:\n\n 1. the loss anticipated at the time of contracting;\n\n 2. the actual loss; or\n\n 3. the actual or anticipated difficulties of proving loss in the event of\n breach.\n\nb. If a term liquidating damages is unenforceable under this subsection, the\naggrieved party may pursue the remedies provided in this chapter, except as\nlimited by other terms of the contract.\n\nc. If a party justifiably withholds delivery of copies because of the other\nparty’s breach of contract, the party in breach is entitled to restitution\nfor any amount by which the sum of the payments it made for the copies exceeds\nthe amount of the liquidated damages payable to the aggrieved party in\naccordance with subsection (a). The right to restitution is subject to offset to\nthe extent that the aggrieved party establishes:\n\n 1. a right to recover damages other than under subsection (a); and\n\n 2. the amount or value of any benefits received by the party in breach,\n directly or indirectly, by reason of the contract.\n\nd. A term that does not liquidate damages, but that limits damages available to\nthe aggrieved party, must be evaluated under § 59.1-508.3.\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}}