{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.1A-301.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.1A-301.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.1A-301.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.1A-301.html"}],"law_id":58892,"edition_id":1,"section_id":58892,"structure_id":15462,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties’ power to choose applicable law","history":"1964, c. 219, \u00a7 8.1-105; 1973, c. 509; 1990, c. 9; 1991, c. 536; 1996, c. 216; 1997, cc. 121, 343; 2000, c. 1007; 2003, c. 353; 2011, c. 369; 2024, c. 652.","full_text":"a\n\nThis section applies to a transaction to the extent that it is governed by another title of the Uniform Commercial Code.b\n\nExcept as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or such other state or nation shall govern their rights and duties.c\n\nIn the absence of an agreement effective under subsection (b), the rights and obligations of the parties are determined by the law that would be selected by application of this State’s conflict of laws principles.d\n\nTo the extent that the Uniform Commercial Code governs a transaction, if one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:1\n\nRights of creditors against sold goods. § 8.2-402;2\n\nApplicability of the title on leases. §§ 8.2A-105 and 8.2A-106;3\n\nApplicability of the title on bank deposits and collections. § 8.4-102;4\n\nApplicability of the title on funds transfers. § 8.4A-507;5\n\nLetters of credit. § 8.5A-116;6\n\nApplicability of the title on investment securities. § 8.8A-110;7\n\nLaw governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. §§ 8.9A-301 through 8.9A-307;8\n\nControllable Electronic Records. § 8.12-107.","order_by":null,"text":{"0":{"id":215945,"text":"This section applies to a transaction to the extent that it is governed by another title of the Uniform Commercial Code.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":215946,"text":"Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or such other state or nation shall govern their rights and duties.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":215947,"text":"In the absence of an agreement effective under subsection (b), the rights and obligations of the parties are determined by the law that would be selected by application of this State’s conflict of laws principles.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"3":{"id":215948,"text":"To the extent that the Uniform Commercial Code governs a transaction, if one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"d1"},"4":{"id":215949,"text":"Rights of creditors against sold goods. § 8.2-402;","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"5":{"id":215950,"text":"Applicability of the title on leases. §§ 8.2A-105 and 8.2A-106;","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1","next_prefix":"d3"},"6":{"id":215951,"text":"Applicability of the title on bank deposits and collections. § 8.4-102;","type":"section","prefixes":["d","3"],"prefix":"3","entire_prefix":"d3","prefix_anchor":"d3","level":2,"prior_prefix":"d2","next_prefix":"d4"},"7":{"id":215952,"text":"Applicability of the title on funds transfers. § 8.4A-507;","type":"section","prefixes":["d","4"],"prefix":"4","entire_prefix":"d4","prefix_anchor":"d4","level":2,"prior_prefix":"d3","next_prefix":"d5"},"8":{"id":215953,"text":"Letters of credit. § 8.5A-116;","type":"section","prefixes":["d","5"],"prefix":"5","entire_prefix":"d5","prefix_anchor":"d5","level":2,"prior_prefix":"d4","next_prefix":"d6"},"9":{"id":215954,"text":"Applicability of the title on investment securities. § 8.8A-110;","type":"section","prefixes":["d","6"],"prefix":"6","entire_prefix":"d6","prefix_anchor":"d6","level":2,"prior_prefix":"d5","next_prefix":"d7"},"10":{"id":215955,"text":"Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. §§ 8.9A-301 through 8.9A-307;","type":"section","prefixes":["d","7"],"prefix":"7","entire_prefix":"d7","prefix_anchor":"d7","level":2,"prior_prefix":"d6","next_prefix":"d8"},"11":{"id":215956,"text":"Controllable Electronic Records. § 8.12-107.","type":"section","prefixes":["d","8"],"prefix":"8","entire_prefix":"d8","prefix_anchor":"d8","level":2,"prior_prefix":"d7"}},"ancestry":[{"id":15462,"edition_id":1,"name":"Territorial Applicability and General Rules","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":13286,"metadata":{},"date_created":"2026-06-26 03:55:12","date_modified":"2026-06-26 03:55:12","permalink":{"id":281889,"object_type":"structure","relational_id":15462,"identifier":"3","token":"8.1A\/3","url":"\/8.1A\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13286,"edition_id":1,"name":"Uniform Commercial Code \u2014 General Provisions","identifier":"8.1A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:34","date_modified":"2026-06-26 03:44:34","permalink":{"id":281827,"object_type":"structure","relational_id":13286,"identifier":"8.1A","token":"8.1A","url":"\/8.1A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":58892,"structure_id":15462,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties' power to choose applicable law","url":"\/8.1A-301\/","token":"8.1A\/3\/8.1A-301","metadata":false},{"id":84280,"structure_id":15462,"section_number":"8.1A-302","catch_line":"Variation by agreement","url":"\/8.1A-302\/","token":"8.1A\/3\/8.1A-302","metadata":false},{"id":86324,"structure_id":15462,"section_number":"8.1A-303","catch_line":"Course of performance, course of dealing, and usage of trade","url":"\/8.1A-303\/","token":"8.1A\/3\/8.1A-303","metadata":false},{"id":82727,"structure_id":15462,"section_number":"8.1A-304","catch_line":"Obligation of good faith","url":"\/8.1A-304\/","token":"8.1A\/3\/8.1A-304","metadata":false},{"id":63472,"structure_id":15462,"section_number":"8.1A-305","catch_line":"Remedies to be liberally administered","url":"\/8.1A-305\/","token":"8.1A\/3\/8.1A-305","metadata":false},{"id":82716,"structure_id":15462,"section_number":"8.1A-306","catch_line":"Waiver or renunciation of claim or right after breach","url":"\/8.1A-306\/","token":"8.1A\/3\/8.1A-306","metadata":false},{"id":69431,"structure_id":15462,"section_number":"8.1A-307","catch_line":"Prima facie evidence by third-party documents","url":"\/8.1A-307\/","token":"8.1A\/3\/8.1A-307","metadata":false},{"id":59230,"structure_id":15462,"section_number":"8.1A-308","catch_line":"Performance or acceptance under reservation of rights","url":"\/8.1A-308\/","token":"8.1A\/3\/8.1A-308","metadata":false},{"id":74844,"structure_id":15462,"section_number":"8.1A-309","catch_line":"Option to accelerate at will","url":"\/8.1A-309\/","token":"8.1A\/3\/8.1A-309","metadata":false},{"id":66103,"structure_id":15462,"section_number":"8.1A-310","catch_line":"Subordinated obligations","url":"\/8.1A-310\/","token":"8.1A\/3\/8.1A-310","metadata":false}],"next_section":{"id":84280,"structure_id":15462,"section_number":"8.1A-302","catch_line":"Variation by agreement","url":"\/8.1A-302\/","token":"8.1A\/3\/8.1A-302","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.1A-301\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 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. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online. It has been modified 9 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 1973, chapter 509; in 1990, chapter 9; in 1991, chapter 536; in 1996, chapter 216<\/a>; in 1997, chapters 121<\/a> and 343<\/a>; in 2000, chapter 1007<\/a>; in 2003, chapter 353<\/a>; in 2011, chapter 369<\/a>; in 2024, chapter 652<\/a>.<\/p>","references":false,"refers_to":[{"id":70196,"section_number":"8.12-107","catch_line":"Governing law","order_by":null,"url":"\/8.12-107\/"},{"id":56678,"section_number":"8.2-402","catch_line":"Rights of seller's creditors against sold goods","order_by":null,"url":"\/8.2-402\/"},{"id":61729,"section_number":"8.2A-105","catch_line":"Territorial application of title to goods covered by certificate of title","order_by":null,"url":"\/8.2A-105\/"},{"id":59639,"section_number":"8.2A-106","catch_line":"Limitation on power of parties to consumer lease to choose applicable law and judicial forum","order_by":null,"url":"\/8.2A-106\/"},{"id":75718,"section_number":"8.4-102","catch_line":"Applicability","order_by":null,"url":"\/8.4-102\/"},{"id":64515,"section_number":"8.4A-507","catch_line":"Choice of law","order_by":null,"url":"\/8.4A-507\/"},{"id":78841,"section_number":"8.5A-116","catch_line":"Choice of law and forum","order_by":null,"url":"\/8.5A-116\/"},{"id":85684,"section_number":"8.8A-110","catch_line":"Applicability; choice of law","order_by":null,"url":"\/8.8A-110\/"},{"id":70455,"section_number":"8.9A-301","catch_line":"Law governing perfection and priority of security interests","order_by":null,"url":"\/8.9A-301\/"},{"id":68831,"section_number":"8.9A-307","catch_line":"Location of debtor","order_by":null,"url":"\/8.9A-307\/"}],"permalink":{"id":281891,"object_type":"law","relational_id":58892,"identifier":"8.1A-301","token":"8.1A\/3\/8.1A-301","url":"\/8.1A-301\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.1A-301\/","token":"8.1A\/3\/8.1A-301","dublin_core":{"Title":"Territorial applicability; parties’ power to choose applicable law","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.1A-301","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> This section applies to a transaction to the extent that it is governed by another title of the Uniform Commercial Code. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law<\/span> either of this state or such other state or nation shall govern their rights and duties. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> In the absence of an agreement effective under subsection (b), the rights and obligations of the parties are determined by the law<\/span> that would be selected by application of this State’s conflict of laws<\/span> principles. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> To the extent that the Uniform Commercial Code governs a transaction, if one of the following provisions of the Uniform Commercial Code specifies the applicable law<\/span>, that provision governs and a contrary agreement is effective only to the extent permitted by the law<\/span> so specified: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Rights of creditors<\/span> against sold goods. § 8.2-402<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Applicability of the title on leases. §§ 8.2A-105<\/a> and 8.2A-106<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Applicability of the title on bank deposits and collections. § 8.4-102<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Applicability of the title on funds transfers. § 8.4A-507<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Letters of credit. § 8.5A-116<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Applicability of the title on investment securities. § 8.8A-110<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Law<\/span> governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens<\/span>. §§ 8.9A-301<\/a> through 8.9A-307<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Controllable Electronic Records. § 8.12-107<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTERRITORIAL APPLICABILITY; PARTIES’ POWER TO CHOOSE APPLICABLE LAW (\u00a7\n8.1A-301)\n\na. This section applies to a transaction to the extent that it is governed by\nanother title of the Uniform Commercial Code.\n\nb. Except as otherwise provided in this section, when a transaction bears a\nreasonable relation to this state and also to another state or nation the\nparties may agree that the law either of this state or such other state or\nnation shall govern their rights and duties.\n\nc. In the absence of an agreement effective under subsection (b), the rights and\nobligations of the parties are determined by the law that would be selected by\napplication of this State’s conflict of laws principles.\n\nd. To the extent that the Uniform Commercial Code governs a transaction, if one\nof the following provisions of the Uniform Commercial Code specifies the\napplicable law, that provision governs and a contrary agreement is effective\nonly to the extent permitted by the law so specified:\n\n 1. Rights of creditors against sold goods. § 8.2-402;\n\n 2. Applicability of the title on leases. §§ 8.2A-105 and 8.2A-106;\n\n 3. Applicability of the title on bank deposits and collections. §\n 8.4-102;\n\n 4. Applicability of the title on funds transfers. § 8.4A-507;\n\n 5. Letters of credit. § 8.5A-116;\n\n 6. Applicability of the title on investment securities. § 8.8A-110;\n\n 7. Law governing perfection, the effect of perfection or nonperfection, and\n the priority of security interests and agricultural liens. §§\n 8.9A-301 through 8.9A-307;\n\n 8. Controllable Electronic Records. § 8.12-107.\n\nHISTORY: 1964, c. 219, \u00a7 8.1-105; 1973, c. 509; 1990, c. 9; 1991, c. 536; 1996,\nc. 216; 1997, cc. 121, 343; 2000, c. 1007; 2003, c. 353; 2011, c. 369; 2024, c.\n652.","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}}