{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-311.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-311.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-311.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-311.html"}],"law_id":68859,"edition_id":1,"section_id":68859,"structure_id":13347,"section_number":"8.2-311","catch_line":"Options and cooperation respecting performance","history":"1964, c. 219.","full_text":"1\n\nAn agreement for sale which is otherwise sufficiently definite (subsection (3) of § 8.2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.2\n\nUnless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in subsections (1) (c) and (3) of § 8.2-319 specifications or arrangements relating to shipment are at the seller’s option.3\n\nWhere such specification would materially affect the other party’s performance but is not seasonably made or where one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remediesa\n\nis excused for any resulting delay in his own performance; andb\n\nmay also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.","order_by":null,"text":{"0":{"id":249248,"text":"An agreement for sale which is otherwise sufficiently definite (subsection (3) of § 8.2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":249249,"text":"Unless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in subsections (1) (c) and (3) of § 8.2-319 specifications or arrangements relating to shipment are at the seller’s option.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":249250,"text":"Where such specification would materially affect the other party’s performance but is not seasonably made or where one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"3a"},"3":{"id":249251,"text":"is excused for any resulting delay in his own performance; and","type":"section","prefixes":["3","a"],"prefix":"a","entire_prefix":"3a","prefix_anchor":"3a","level":2,"prior_prefix":"3","next_prefix":"3b"},"4":{"id":249252,"text":"may also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.","type":"section","prefixes":["3","b"],"prefix":"b","entire_prefix":"3b","prefix_anchor":"3b","level":2,"prior_prefix":"3a"}},"ancestry":[{"id":13347,"edition_id":1,"name":"General Obligation and Construction of Contract","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":13346,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":282005,"object_type":"structure","relational_id":13347,"identifier":"3","token":"8.2\/3","url":"\/8.2\/3\/","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":70824,"structure_id":13347,"section_number":"8.2-301","catch_line":"General obligations of parties","url":"\/8.2-301\/","token":"8.2\/3\/8.2-301","metadata":false},{"id":60131,"structure_id":13347,"section_number":"8.2-302","catch_line":"Unconscionable contract or clause","url":"\/8.2-302\/","token":"8.2\/3\/8.2-302","metadata":false},{"id":80974,"structure_id":13347,"section_number":"8.2-303","catch_line":"Allocation or division of risks","url":"\/8.2-303\/","token":"8.2\/3\/8.2-303","metadata":false},{"id":66647,"structure_id":13347,"section_number":"8.2-304","catch_line":"Price payable in money, goods, realty, or otherwise","url":"\/8.2-304\/","token":"8.2\/3\/8.2-304","metadata":false},{"id":70062,"structure_id":13347,"section_number":"8.2-305","catch_line":"Open price term","url":"\/8.2-305\/","token":"8.2\/3\/8.2-305","metadata":false},{"id":75282,"structure_id":13347,"section_number":"8.2-306","catch_line":"Output, requirements and exclusive dealings","url":"\/8.2-306\/","token":"8.2\/3\/8.2-306","metadata":false},{"id":61996,"structure_id":13347,"section_number":"8.2-307","catch_line":"Delivery in single lot or several lots","url":"\/8.2-307\/","token":"8.2\/3\/8.2-307","metadata":false},{"id":56146,"structure_id":13347,"section_number":"8.2-308","catch_line":"Absence of specified place for delivery","url":"\/8.2-308\/","token":"8.2\/3\/8.2-308","metadata":false},{"id":83587,"structure_id":13347,"section_number":"8.2-309","catch_line":"Absence of specific time provisions; 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\"payment on arrival\"; warranty of condition on arrival","url":"\/8.2-321\/","token":"8.2\/3\/8.2-321","metadata":false},{"id":63317,"structure_id":13347,"section_number":"8.2-322","catch_line":"Delivery \"ex-ship.\"","url":"\/8.2-322\/","token":"8.2\/3\/8.2-322","metadata":false},{"id":67730,"structure_id":13347,"section_number":"8.2-323","catch_line":"Form of bill of lading required in overseas shipment; \"Overseas.\"","url":"\/8.2-323\/","token":"8.2\/3\/8.2-323","metadata":false},{"id":70759,"structure_id":13347,"section_number":"8.2-324","catch_line":"\"No arrival, no sale\" term","url":"\/8.2-324\/","token":"8.2\/3\/8.2-324","metadata":false},{"id":54445,"structure_id":13347,"section_number":"8.2-325","catch_line":"\"Letter of credit\" term; \"confirmed credit.\"","url":"\/8.2-325\/","token":"8.2\/3\/8.2-325","metadata":false},{"id":65818,"structure_id":13347,"section_number":"8.2-326","catch_line":"Sale on approval and sale or return; rights of creditors","url":"\/8.2-326\/","token":"8.2\/3\/8.2-326","metadata":false},{"id":58489,"structure_id":13347,"section_number":"8.2-327","catch_line":"Special incidents of sale on approval and sale or return","url":"\/8.2-327\/","token":"8.2\/3\/8.2-327","metadata":false},{"id":80896,"structure_id":13347,"section_number":"8.2-328","catch_line":"Sale by auction","url":"\/8.2-328\/","token":"8.2\/3\/8.2-328","metadata":false}],"previous_section":{"id":82835,"structure_id":13347,"section_number":"8.2-310","catch_line":"Open time for payment or running of credit; authority to ship under reservation","url":"\/8.2-310\/","token":"8.2\/3\/8.2-310","metadata":false},"next_section":{"id":82723,"structure_id":13347,"section_number":"8.2-312","catch_line":"Warranty of title and against infringement; buyer's obligation against infringement","url":"\/8.2-312\/","token":"8.2\/3\/8.2-312","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-311\/","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.<\/p>","references":[{"id":82484,"section_number":"8.2-319","catch_line":"F.O.B. and F.A.S. terms","order_by":null,"url":"\/8.2-319\/"}],"refers_to":[{"id":81020,"section_number":"8.2-204","catch_line":"Formation in general","order_by":null,"url":"\/8.2-204\/"},{"id":82484,"section_number":"8.2-319","catch_line":"F.O.B. and F.A.S. terms","order_by":null,"url":"\/8.2-319\/"}],"permalink":{"id":282047,"object_type":"law","relational_id":68859,"identifier":"8.2-311","token":"8.2\/3\/8.2-311","url":"\/8.2-311\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-311\/","token":"8.2\/3\/8.2-311","dublin_core":{"Title":"Options and cooperation respecting performance","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-311","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> An agreement for sale which is otherwise sufficiently definite (subsection (3) of § 8.2-204<\/a>) to be a contract<\/span> is not made invalid by the fact<\/span> that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Unless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in subsections (1) (c) and (3) of § 8.2-319<\/a> specifications or arrangements relating to shipment are at the seller’s option. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Where such specification would materially affect the other party<\/span>’s performance but is not seasonably made or where one party<\/span>’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party<\/span> in addition to all other remedies <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> is excused for any resulting delay in his own performance; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> may also either proceed to perform in any reasonable manner or after the time for a material<\/span> part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nOPTIONS AND COOPERATION RESPECTING PERFORMANCE (\u00a7 8.2-311)\n\n1. An agreement for sale which is otherwise sufficiently definite (subsection\n(3) of § 8.2-204) to be a contract is not made invalid by the fact that it\nleaves particulars of performance to be specified by one of the parties. Any\nsuch specification must be made in good faith and within limits set by\ncommercial reasonableness.\n\n2. Unless otherwise agreed specifications relating to assortment of the goods\nare at the buyer’s option and except as otherwise provided in subsections\n(1) (c) and (3) of § 8.2-319 specifications or arrangements relating to\nshipment are at the seller’s option.\n\n3. Where such specification would materially affect the other party’s\nperformance but is not seasonably made or where one party’s cooperation is\nnecessary to the agreed performance of the other but is not seasonably\nforthcoming, the other party in addition to all other remedies\n\n a. is excused for any resulting delay in his own performance; and\n\n b. may also either proceed to perform in any reasonable manner or after the\n time for a material part of his own performance treat the failure to specify\n or to cooperate as a breach by failure to deliver or accept the goods.\n\nHISTORY: 1964, c. 219.","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}}