{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-201.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-201.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-201.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-201.html"}],"law_id":66381,"edition_id":1,"section_id":66381,"structure_id":14578,"section_number":"8.2-201","catch_line":"Formal requirements; statute of frauds","history":"1964, c. 219; 2024, c. 652.","full_text":"1\n\nExcept as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.2\n\nBetween merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within ten days after it is received.3\n\nA contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceablea\n\nif the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; orb\n\nif the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; orc\n\nwith respect to goods for which payment has been made and accepted or which have been received and accepted (§ 8.2-606).","order_by":null,"text":{"0":{"id":240981,"text":"Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":240982,"text":"Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within ten days after it is received.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":240983,"text":"A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"3a"},"3":{"id":240984,"text":"if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or","type":"section","prefixes":["3","a"],"prefix":"a","entire_prefix":"3a","prefix_anchor":"3a","level":2,"prior_prefix":"3","next_prefix":"3b"},"4":{"id":240985,"text":"if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or","type":"section","prefixes":["3","b"],"prefix":"b","entire_prefix":"3b","prefix_anchor":"3b","level":2,"prior_prefix":"3a","next_prefix":"3c"},"5":{"id":240986,"text":"with respect to goods for which payment has been made and accepted or which have been received and accepted (§ 8.2-606).","type":"section","prefixes":["3","c"],"prefix":"c","entire_prefix":"3c","prefix_anchor":"3c","level":2,"prior_prefix":"3b"}},"ancestry":[{"id":14578,"edition_id":1,"name":"Form, Formation and Readjustment of Contract","identifier":"2","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":281963,"object_type":"structure","relational_id":14578,"identifier":"2","token":"8.2\/2","url":"\/8.2\/2\/","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":66381,"structure_id":14578,"section_number":"8.2-201","catch_line":"Formal requirements; statute of frauds","url":"\/8.2-201\/","token":"8.2\/2\/8.2-201","metadata":false},{"id":67343,"structure_id":14578,"section_number":"8.2-202","catch_line":"Final expression; parol or extrinsic evidence","url":"\/8.2-202\/","token":"8.2\/2\/8.2-202","metadata":false},{"id":85087,"structure_id":14578,"section_number":"8.2-203","catch_line":"Seals inoperative","url":"\/8.2-203\/","token":"8.2\/2\/8.2-203","metadata":false},{"id":81020,"structure_id":14578,"section_number":"8.2-204","catch_line":"Formation in general","url":"\/8.2-204\/","token":"8.2\/2\/8.2-204","metadata":false},{"id":82181,"structure_id":14578,"section_number":"8.2-205","catch_line":"Firm offers","url":"\/8.2-205\/","token":"8.2\/2\/8.2-205","metadata":false},{"id":70423,"structure_id":14578,"section_number":"8.2-206","catch_line":"Offer and acceptance in formation of contract","url":"\/8.2-206\/","token":"8.2\/2\/8.2-206","metadata":false},{"id":83629,"structure_id":14578,"section_number":"8.2-207","catch_line":"Additional terms in acceptance or confirmation","url":"\/8.2-207\/","token":"8.2\/2\/8.2-207","metadata":false},{"id":56068,"structure_id":14578,"section_number":"8.2-208","catch_line":"Repealed","url":"\/8.2-208\/","token":"8.2\/2\/8.2-208","metadata":false},{"id":78234,"structure_id":14578,"section_number":"8.2-209","catch_line":"Modification, rescission, and waiver","url":"\/8.2-209\/","token":"8.2\/2\/8.2-209","metadata":false},{"id":68268,"structure_id":14578,"section_number":"8.2-210","catch_line":"Delegation of performance; assignment of rights","url":"\/8.2-210\/","token":"8.2\/2\/8.2-210","metadata":false}],"next_section":{"id":67343,"structure_id":14578,"section_number":"8.2-202","catch_line":"Final expression; parol or extrinsic evidence","url":"\/8.2-202\/","token":"8.2\/2\/8.2-202","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-201\/","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 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 652<\/a>.<\/p>","references":[{"id":78234,"section_number":"8.2-209","catch_line":"Modification, rescission, and waiver","order_by":null,"url":"\/8.2-209\/"},{"id":65818,"section_number":"8.2-326","catch_line":"Sale on approval and sale or return; rights of creditors","order_by":null,"url":"\/8.2-326\/"}],"refers_to":[{"id":62398,"section_number":"8.2-606","catch_line":"What constitutes acceptance of goods","order_by":null,"url":"\/8.2-606\/"}],"permalink":{"id":281965,"object_type":"law","relational_id":66381,"identifier":"8.2-201","token":"8.2\/2\/8.2-201","url":"\/8.2-201\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-201\/","token":"8.2\/2\/8.2-201","dublin_core":{"Title":"Formal requirements; statute of frauds","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-201","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> Except as otherwise provided in this section a contract<\/span> for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract<\/span> for sale has been made between the parties and signed by the party<\/span> against whom enforcement is sought or by the party<\/span>’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract<\/span> is not enforceable under this subsection beyond the quantity of goods shown in the record. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Between merchants if within a reasonable time a record in confirmation of the contract<\/span> and sufficient against the sender is received and the party<\/span> receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party<\/span> unless notice in a record of objection to its contents is given within ten days after it is received. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A contract<\/span> which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> if the party<\/span> against whom enforcement is sought admits in his pleading, testimony<\/span> or otherwise in court<\/span> that a contract<\/span> for sale was made, but the contract<\/span> is not enforceable under this provision beyond the quantity of goods admitted; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> with respect to goods for which payment has been made and accepted or which have been received and accepted (§ 8.2-606<\/a>). <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFORMAL REQUIREMENTS; STATUTE OF FRAUDS (\u00a7 8.2-201)\n\n1. Except as otherwise provided in this section a contract for the sale of goods\nfor the price of $500 or more is not enforceable by way of action or defense\nunless there is a record sufficient to indicate that a contract for sale has\nbeen made between the parties and signed by the party against whom enforcement\nis sought or by the party’s authorized agent or broker. A record is not\ninsufficient because it omits or incorrectly states a term agreed upon but the\ncontract is not enforceable under this subsection beyond the quantity of goods\nshown in the record.\n\n2. Between merchants if within a reasonable time a record in confirmation of the\ncontract and sufficient against the sender is received and the party receiving\nit has reason to know its contents, it satisfies the requirements of subsection\n(1) against the party unless notice in a record of objection to its contents is\ngiven within ten days after it is received.\n\n3. A contract which does not satisfy the requirements of subsection (1) but\nwhich is valid in other respects is enforceable\n\n a. if the goods are to be specially manufactured for the buyer and are not\n suitable for sale to others in the ordinary course of the seller’s\n business and the seller, before notice of repudiation is received and under\n circumstances which reasonably indicate that the goods are for the buyer, has\n made either a substantial beginning of their manufacture or commitments for\n their procurement; or\n\n b. if the party against whom enforcement is sought admits in his pleading,\n testimony or otherwise in court that a contract for sale was made, but the\n contract is not enforceable under this provision beyond the quantity of goods\n admitted; or\n\n c. with respect to goods for which payment has been made and accepted or which\n have been received and accepted (§ 8.2-606).\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}}