{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-209.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-209.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-209.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-209.html"}],"law_id":78234,"edition_id":1,"section_id":78234,"structure_id":14578,"section_number":"8.2-209","catch_line":"Modification, rescission, and waiver","history":"1964, c. 219; 2024, c. 652.","full_text":"1\n\nAn agreement modifying a contract within this title needs no consideration to be binding.2\n\nA signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.3\n\nThe requirements of the statute of frauds section of this title (§ 8.2-201) must be satisfied if the contract as modified is within its provisions.4\n\nAlthough an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.5\n\nA party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.","order_by":null,"text":{"0":{"id":280415,"text":"An agreement modifying a contract within this title needs no consideration to be binding.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":280416,"text":"A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":280417,"text":"The requirements of the statute of frauds section of this title (§ 8.2-201) must be satisfied if the contract as modified is within its provisions.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"3":{"id":280418,"text":"Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"4":{"id":280419,"text":"A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-209\/","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":86324,"section_number":"8.1A-303","catch_line":"Course of performance, course of dealing, and usage of trade","order_by":null,"url":"\/8.1A-303\/"}],"refers_to":[{"id":66381,"section_number":"8.2-201","catch_line":"Formal requirements; statute of frauds","order_by":null,"url":"\/8.2-201\/"}],"permalink":{"id":281997,"object_type":"law","relational_id":78234,"identifier":"8.2-209","token":"8.2\/2\/8.2-209","url":"\/8.2-209\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-209\/","token":"8.2\/2\/8.2-209","dublin_core":{"Title":"Modification, rescission, and waiver","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-209","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> An agreement modifying a contract<\/span> within this title needs no consideration to be binding. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The requirements of the statute<\/span> of frauds<\/span> section of this title (§ 8.2-201<\/a>) must be satisfied if the contract<\/span> as modified is within its provisions. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A party<\/span> who has made a waiver<\/span> affecting an executory portion of the contract<\/span> may retract the waiver<\/span> by reasonable notification received by the other party<\/span> that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material<\/span> change of position in reliance on the waiver<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMODIFICATION, RESCISSION, AND WAIVER (\u00a7 8.2-209)\n\n1. An agreement modifying a contract within this title needs no consideration to\nbe binding.\n\n2. A signed agreement which excludes modification or rescission except by a\nsigned writing or other signed record cannot be otherwise modified or rescinded,\nbut except as between merchants such a requirement on a form supplied by the\nmerchant must be separately signed by the other party.\n\n3. The requirements of the statute of frauds section of this title (§\n8.2-201) must be satisfied if the contract as modified is within its provisions.\n\n4. Although an attempt at modification or rescission does not satisfy the\nrequirements of subsection (2) or (3) it can operate as a waiver.\n\n5. A party who has made a waiver affecting an executory portion of the contract\nmay retract the waiver by reasonable notification received by the other party\nthat strict performance will be required of any term waived, unless the\nretraction would be unjust in view of a material change of position in reliance\non the waiver.\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}}