{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-106.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-106.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-106.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-106.html"}],"law_id":81888,"edition_id":1,"section_id":81888,"structure_id":14581,"section_number":"8.2-106","catch_line":"Definitions: &#8220;Contract&#8221;; &#8220;agreement&#8221;; &#8220;contract for sale&#8221;; &#8220;sale&#8221;; &#8220;present sale&#8221;; &#8220;conforming&#8221; to contract; &#8220;termination&#8221;; &#8220;cancellation&#8221;; &#8220;hybrid transaction.&#8221;","history":"1964, c. 219; 2024, c. 652.","full_text":"1\n\nIn this title unless the context otherwise requires &#8220;contract&#8221; and &#8220;agreement&#8221; are limited to those relating to the present or future sale of goods. &#8220;Contract for sale&#8221; includes both a present sale of goods and a contract to sell goods at a future time. A &#8220;sale&#8221; consists in the passing of title from the seller to the buyer for a price (&#xA7; 8.2-401). A &#8220;present sale&#8221; means a sale which is accomplished by the making of the contract.2\n\nGoods or conduct including any part of a performance are &#8220;conforming&#8221; or conform to the contract when they are in accordance with the obligations under the contract.3\n\n&#8220;Termination&#8221; occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On &#8220;termination&#8221; all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.4\n\n&#8220;Cancellation&#8221; occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of &#8220;termination&#8221; except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.5\n\n&#8220;Hybrid transaction&#8221; means a single transaction involving a sale of goods and:a\n\nthe provision of services;b\n\na lease of other goods; orc\n\na sale, lease, or license of property other than goods.","order_by":null,"text":{"0":{"id":293368,"text":"In this title unless the context otherwise requires &#8220;contract&#8221; and &#8220;agreement&#8221; are limited to those relating to the present or future sale of goods. &#8220;Contract for sale&#8221; includes both a present sale of goods and a contract to sell goods at a future time. A &#8220;sale&#8221; consists in the passing of title from the seller to the buyer for a price (&#xA7; 8.2-401). A &#8220;present sale&#8221; means a sale which is accomplished by the making of the contract.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":293369,"text":"Goods or conduct including any part of a performance are &#8220;conforming&#8221; or conform to the contract when they are in accordance with the obligations under the contract.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":293370,"text":"&#8220;Termination&#8221; occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On &#8220;termination&#8221; all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"3":{"id":293371,"text":"&#8220;Cancellation&#8221; occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of &#8220;termination&#8221; except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"4":{"id":293372,"text":"&#8220;Hybrid transaction&#8221; means a single transaction involving a sale of goods and:","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"5a"},"5":{"id":293373,"text":"the provision of services;","type":"section","prefixes":["5","a"],"prefix":"a","entire_prefix":"5a","prefix_anchor":"5a","level":2,"prior_prefix":"5","next_prefix":"5b"},"6":{"id":293374,"text":"a lease of other goods; or","type":"section","prefixes":["5","b"],"prefix":"b","entire_prefix":"5b","prefix_anchor":"5b","level":2,"prior_prefix":"5a","next_prefix":"5c"},"7":{"id":293375,"text":"a sale, lease, or license of property other than goods.","type":"section","prefixes":["5","c"],"prefix":"c","entire_prefix":"5c","prefix_anchor":"5c","level":2,"prior_prefix":"5b"}},"ancestry":[{"id":14581,"edition_id":1,"name":"Short Title, General Construction and Subject Matter","identifier":"1","label":"part","depth":2,"order_by":1,"parent_id":13346,"metadata":{},"date_created":"2026-06-26 03:48:45","date_modified":"2026-06-26 03:48:45","permalink":{"id":281933,"object_type":"structure","relational_id":14581,"identifier":"1","token":"8.2\/1","url":"\/8.2\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13346,"edition_id":1,"name":"Commercial Code - Sales","identifier":"8.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":281931,"object_type":"structure","relational_id":13346,"identifier":"8.2","token":"8.2","url":"\/8.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56075,"structure_id":14581,"section_number":"8.2-101","catch_line":"Short title","url":"\/8.2-101\/","token":"8.2\/1\/8.2-101","metadata":false},{"id":57935,"structure_id":14581,"section_number":"8.2-102","catch_line":"Scope; certain security and other transactions excluded from this title","url":"\/8.2-102\/","token":"8.2\/1\/8.2-102","metadata":false},{"id":73102,"structure_id":14581,"section_number":"8.2-103","catch_line":"Definitions and index of definitions","url":"\/8.2-103\/","token":"8.2\/1\/8.2-103","metadata":false},{"id":70757,"structure_id":14581,"section_number":"8.2-104","catch_line":"Definitions: \"Merchant\"; \"financing agency\"; \"between merchants.\"","url":"\/8.2-104\/","token":"8.2\/1\/8.2-104","metadata":false},{"id":85296,"structure_id":14581,"section_number":"8.2-105","catch_line":"Definitions: Transferability; \"goods\"; \"future\" goods; \"lot\"; \"commercial unit.\"","url":"\/8.2-105\/","token":"8.2\/1\/8.2-105","metadata":false},{"id":81888,"structure_id":14581,"section_number":"8.2-106","catch_line":"Definitions: \"Contract\"; \"agreement\"; \"contract for sale\"; \"sale\"; \"present sale\"; \"conforming\" to contract; \"termination\"; \"cancellation\"; \"hybrid transaction.\"","url":"\/8.2-106\/","token":"8.2\/1\/8.2-106","metadata":false},{"id":87174,"structure_id":14581,"section_number":"8.2-107","catch_line":"Goods to be severed from realty; recording","url":"\/8.2-107\/","token":"8.2\/1\/8.2-107","metadata":false}],"previous_section":{"id":85296,"structure_id":14581,"section_number":"8.2-105","catch_line":"Definitions: Transferability; \"goods\"; \"future\" goods; \"lot\"; \"commercial unit.\"","url":"\/8.2-105\/","token":"8.2\/1\/8.2-105","metadata":false},"next_section":{"id":87174,"structure_id":14581,"section_number":"8.2-107","catch_line":"Goods to be severed from realty; recording","url":"\/8.2-107\/","token":"8.2\/1\/8.2-107","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-106\/","history_text":"<p>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 1 time. 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. That modification is as follows: in 2024, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?241+ful+CHAP0652\">652<\/a>.<\/p>","references":[{"id":76938,"section_number":"29.1-733.2","catch_line":"Definitions","order_by":null,"url":"\/29.1-733.2\/"},{"id":76155,"section_number":"59.1-501.2","catch_line":"Definitions","order_by":null,"url":"\/59.1-501.2\/"},{"id":73102,"section_number":"8.2-103","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.2-103\/"},{"id":86552,"section_number":"8.2A-103","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.2A-103\/"},{"id":67942,"section_number":"8.7-102","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.7-102\/"},{"id":58431,"section_number":"8.9A-102","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.9A-102\/"}],"refers_to":[{"id":64663,"section_number":"8.2-401","catch_line":"Passing of title; reservation for security; limited application of this section","order_by":null,"url":"\/8.2-401\/"}],"permalink":{"id":281955,"object_type":"law","relational_id":81888,"identifier":"8.2-106","token":"8.2\/1\/8.2-106","url":"\/8.2-106\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-106\/","token":"8.2\/1\/8.2-106","dublin_core":{"Title":"Definitions: &#8220;Contract&#8221;; &#8220;agreement&#8221;; &#8220;contract for sale&#8221;; &#8220;sale&#8221;; &#8220;present sale&#8221;; &#8220;conforming&#8221; to contract; &#8220;termination&#8221;; &#8220;cancellation&#8221;; &#8220;hybrid transaction.&#8221;","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-106","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"1\"><p><span class=\"prefix-number\">1.<\/span> In this title unless the context otherwise requires &#8220;contract&#8221; and &#8220;<span class=\"dictionary\">agreement<\/span>&#8221; are limited to those relating to the present or future sale of goods. &#8220;<span class=\"dictionary\">Contract for sale<\/span>&#8221; includes both a <span class=\"dictionary\">present sale<\/span> of goods and a contract to sell goods at a future time. A &#8220;sale&#8221; consists in the passing of title from the seller to the buyer for a price (&#xA7; <a class=\"law\" title=\"Passing of title; reservation for security; limited application of this section\" href=\"\/8.2-401\/\">8.2-401<\/a>). A &#8220;<span class=\"dictionary\">present sale<\/span>&#8221; means a sale which is accomplished by the making of the contract. <a id=\"paragraph-293368\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"2\"><p><span class=\"prefix-number\">2.<\/span> Goods or conduct including any part of a performance are &#8220;conforming&#8221; or conform to the contract when they are in accordance with the obligations under the contract. <a id=\"paragraph-293369\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"3\"><p><span class=\"prefix-number\">3.<\/span> &#8220;Termination&#8221; occurs when either <span class=\"dictionary\">party<\/span> pursuant to a power created by <span class=\"dictionary\">agreement<\/span> or <span class=\"dictionary\">law<\/span> puts an end to the contract otherwise than for its breach. On &#8220;termination&#8221; all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives. <a id=\"paragraph-293370\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"4\"><p><span class=\"prefix-number\">4.<\/span> &#8220;Cancellation&#8221; occurs when either <span class=\"dictionary\">party<\/span> puts an end to the contract for breach by the other and its effect is the same as that of &#8220;termination&#8221; except that the cancelling <span class=\"dictionary\">party<\/span> also retains any remedy for breach of the whole contract or any unperformed balance. <a id=\"paragraph-293371\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"5\"><p><span class=\"prefix-number\">5.<\/span> &#8220;<span class=\"dictionary\">Hybrid transaction<\/span>&#8221; means a single transaction involving a sale of goods and: <a id=\"paragraph-293372\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"5a\" class=\"indent-1\"><p><span class=\"prefix-number\">a.<\/span> the provision of services; <a id=\"paragraph-293373\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#5a\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"5b\" class=\"indent-1\"><p><span class=\"prefix-number\">b.<\/span> a lease of other goods; or <a id=\"paragraph-293374\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#5b\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"5c\" class=\"indent-1\"><p><span class=\"prefix-number\">c.<\/span> a sale, lease, or license of property other than goods. <a id=\"paragraph-293375\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/8.2-106\/#5c\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nDEFINITIONS: &#8220;CONTRACT&#8221;; &#8220;AGREEMENT&#8221;; &#8220;CONTRACT\nFOR SALE&#8221;; &#8220;SALE&#8221;; &#8220;PRESENT SALE&#8221;;\n&#8220;CONFORMING&#8221; TO CONTRACT; &#8220;TERMINATION&#8221;;\n&#8220;CANCELLATION&#8221;; &#8220;HYBRID TRANSACTION.&#8221; (\u00a7 8.2-106)\n\n1. In this title unless the context otherwise requires &#8220;contract&#8221;\nand &#8220;agreement&#8221; are limited to those relating to the present or\nfuture sale of goods. &#8220;Contract for sale&#8221; includes both a present\nsale of goods and a contract to sell goods at a future time. A\n&#8220;sale&#8221; consists in the passing of title from the seller to the buyer\nfor a price (&#xA7; 8.2-401). A &#8220;present sale&#8221; means a sale which is\naccomplished by the making of the contract.\n\n2. Goods or conduct including any part of a performance are\n&#8220;conforming&#8221; or conform to the contract when they are in accordance\nwith the obligations under the contract.\n\n3. &#8220;Termination&#8221; occurs when either party pursuant to a power\ncreated by agreement or law puts an end to the contract otherwise than for its\nbreach. On &#8220;termination&#8221; all obligations which are still executory\non both sides are discharged but any right based on prior breach or performance\nsurvives.\n\n4. &#8220;Cancellation&#8221; occurs when either party puts an end to the\ncontract for breach by the other and its effect is the same as that of\n&#8220;termination&#8221; except that the cancelling party also retains any\nremedy for breach of the whole contract or any unperformed balance.\n\n5. &#8220;Hybrid transaction&#8221; means a single transaction involving a sale\nof goods and:\n\n   a. the provision of services;\n\n   b. a lease of other goods; or\n\n   c. a sale, lease, or license of property other than goods.\n\nHISTORY: 1964, c. 219; 2024, c. 652.","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}}