{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2A-305.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2A-305.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2A-305.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2A-305.html"}],"law_id":71591,"edition_id":1,"section_id":71591,"structure_id":14808,"section_number":"8.2A-305","catch_line":"Sale or sublease of goods by lessee","history":"1991, c. 536.","full_text":"1\n\nSubject to the provisions of \u00a7 8.2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and subsection (4) of \u00a7 8.2A-511, takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:a\n\nThe lessor was deceived as to the identity of the lessee;b\n\nThe delivery was in exchange for a check which is later dishonored; orc\n\nThe delivery was procured through fraud punishable as larcenous under the criminal law.2\n\nA buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract.3\n\nA buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this Commonwealth or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.","order_by":null,"text":{"0":{"id":258039,"text":"Subject to the provisions of \u00a7 8.2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and subsection (4) of \u00a7 8.2A-511, takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"1a"},"1":{"id":258040,"text":"The lessor was deceived as to the identity of the lessee;","type":"section","prefixes":["1","a"],"prefix":"a","entire_prefix":"1a","prefix_anchor":"1a","level":2,"prior_prefix":"1","next_prefix":"1b"},"2":{"id":258041,"text":"The delivery was in exchange for a check which is later dishonored; or","type":"section","prefixes":["1","b"],"prefix":"b","entire_prefix":"1b","prefix_anchor":"1b","level":2,"prior_prefix":"1a","next_prefix":"1c"},"3":{"id":258042,"text":"The delivery was procured through fraud punishable as larcenous under the criminal law.","type":"section","prefixes":["1","c"],"prefix":"c","entire_prefix":"1c","prefix_anchor":"1c","level":2,"prior_prefix":"1b","next_prefix":"2"},"4":{"id":258043,"text":"A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1c","next_prefix":"3"},"5":{"id":258044,"text":"A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this Commonwealth or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2"}},"ancestry":[{"id":14808,"edition_id":1,"name":"Effect of Lease Contract","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":12736,"metadata":{},"date_created":"2026-06-26 03:50:03","date_modified":"2026-06-26 03:50:03","permalink":{"id":282493,"object_type":"structure","relational_id":14808,"identifier":"3","token":"8.2A\/3","url":"\/8.2A\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12736,"edition_id":1,"name":"Commercial Code \u2014 Leases","identifier":"8.2A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:50","date_modified":"2026-06-26 03:43:50","permalink":{"id":282367,"object_type":"structure","relational_id":12736,"identifier":"8.2A","token":"8.2A","url":"\/8.2A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":68458,"structure_id":14808,"section_number":"8.2A-301","catch_line":"Enforceability of lease contract","url":"\/8.2A-301\/","token":"8.2A\/3\/8.2A-301","metadata":false},{"id":56636,"structure_id":14808,"section_number":"8.2A-302","catch_line":"Title to and possession of goods","url":"\/8.2A-302\/","token":"8.2A\/3\/8.2A-302","metadata":false},{"id":58906,"structure_id":14808,"section_number":"8.2A-303","catch_line":"Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights","url":"\/8.2A-303\/","token":"8.2A\/3\/8.2A-303","metadata":false},{"id":60750,"structure_id":14808,"section_number":"8.2A-304","catch_line":"Subsequent lease of goods by lessor","url":"\/8.2A-304\/","token":"8.2A\/3\/8.2A-304","metadata":false},{"id":71591,"structure_id":14808,"section_number":"8.2A-305","catch_line":"Sale or sublease of goods by lessee","url":"\/8.2A-305\/","token":"8.2A\/3\/8.2A-305","metadata":false},{"id":76970,"structure_id":14808,"section_number":"8.2A-306","catch_line":"Priority of certain liens arising by operation of law","url":"\/8.2A-306\/","token":"8.2A\/3\/8.2A-306","metadata":false},{"id":77642,"structure_id":14808,"section_number":"8.2A-307","catch_line":"Priority of liens arising by attachment or levy on, security interests in, and other claims to goods","url":"\/8.2A-307\/","token":"8.2A\/3\/8.2A-307","metadata":false},{"id":79922,"structure_id":14808,"section_number":"8.2A-308","catch_line":"Special rights of creditors","url":"\/8.2A-308\/","token":"8.2A\/3\/8.2A-308","metadata":false},{"id":76447,"structure_id":14808,"section_number":"8.2A-309","catch_line":"Lessor's and lessee's rights when goods become fixtures","url":"\/8.2A-309\/","token":"8.2A\/3\/8.2A-309","metadata":false},{"id":67646,"structure_id":14808,"section_number":"8.2A-310","catch_line":"Lessor's and lessee's rights when goods become accessions","url":"\/8.2A-310\/","token":"8.2A\/3\/8.2A-310","metadata":false},{"id":77068,"structure_id":14808,"section_number":"8.2A-311","catch_line":"Priority subject to subordination","url":"\/8.2A-311\/","token":"8.2A\/3\/8.2A-311","metadata":false}],"previous_section":{"id":60750,"structure_id":14808,"section_number":"8.2A-304","catch_line":"Subsequent lease of goods by lessor","url":"\/8.2A-304\/","token":"8.2A\/3\/8.2A-304","metadata":false},"next_section":{"id":76970,"structure_id":14808,"section_number":"8.2A-306","catch_line":"Priority of certain liens arising by operation of law","url":"\/8.2A-306\/","token":"8.2A\/3\/8.2A-306","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2A-305\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 536 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 1991 \u201cActs\u201d aren\u2019t available online.<\/p>","references":[{"id":59985,"section_number":"8.2A-104","catch_line":"Leases subject to other law","order_by":null,"url":"\/8.2A-104\/"},{"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":54815,"section_number":"8.7-209","catch_line":"Lien of warehouseman","order_by":null,"url":"\/8.7-209\/"},{"id":61107,"section_number":"8.7-503","catch_line":"Document to goods defeated in certain cases","order_by":null,"url":"\/8.7-503\/"}],"refers_to":[{"id":58906,"section_number":"8.2A-303","catch_line":"Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights","order_by":null,"url":"\/8.2A-303\/"},{"id":84556,"section_number":"8.2A-511","catch_line":"Merchant lessee's duties as to rightfully rejected goods","order_by":null,"url":"\/8.2A-511\/"}],"permalink":{"id":282511,"object_type":"law","relational_id":71591,"identifier":"8.2A-305","token":"8.2A\/3\/8.2A-305","url":"\/8.2A-305\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2A-305\/","token":"8.2A\/3\/8.2A-305","dublin_core":{"Title":"Sale or sublease of goods by lessee","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2A-305","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> Subject to the provisions of \u00a7 8.2A-303<\/a>, a buyer or sublessee from the lessee of goods under an existing lease contract<\/span> obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and subsection (4) of \u00a7 8.2A-511<\/a>, takes subject to the existing lease contract<\/span>. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> The lessor was deceived as to the identity of the lessee; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> The delivery was in exchange for a check which is later dishonored; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> The delivery was procured through fraud<\/span> punishable as larcenous under the criminal law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A buyer or sublessee from the lessee of goods that are subject to an existing lease contract<\/span> and are covered by a certificate of title issued under a statute<\/span> of this Commonwealth or of another jurisdiction<\/span> takes no greater rights than those provided both by this section and by the certificate of title statute<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSALE OR SUBLEASE OF GOODS BY LESSEE (\u00a7 8.2A-305)\n\n1. Subject to the provisions of \u00a7 8.2A-303, a buyer or sublessee from the\nlessee of goods under an existing lease contract obtains, to the extent of the\ninterest transferred, the leasehold interest in the goods that the lessee had or\nhad power to transfer, and except as provided in subsection (2) of this section\nand subsection (4) of \u00a7 8.2A-511, takes subject to the existing lease contract.\nA lessee with a voidable leasehold interest has power to transfer a good\nleasehold interest to a good faith buyer for value or a good faith sublessee for\nvalue, but only to the extent set forth in the preceding sentence. When goods\nhave been delivered under a transaction of lease the lessee has that power even\nthough:\n\n a. The lessor was deceived as to the identity of the lessee;\n\n b. The delivery was in exchange for a check which is later dishonored; or\n\n c. The delivery was procured through fraud punishable as larcenous under the\n criminal law.\n\n2. A buyer in the ordinary course of business or a sublessee in the ordinary\ncourse of business from a lessee who is a merchant dealing in goods of that kind\nto whom the goods were entrusted by the lessor obtains, to the extent of the\ninterest transferred, all of the lessor’s and lessee’s rights to the\ngoods, and takes free of the existing lease contract.\n\n3. A buyer or sublessee from the lessee of goods that are subject to an existing\nlease contract and are covered by a certificate of title issued under a statute\nof this Commonwealth or of another jurisdiction takes no greater rights than\nthose provided both by this section and by the certificate of title statute.\n\nHISTORY: 1991, c. 536.","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}}