{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2A-504.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2A-504.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2A-504.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2A-504.html"}],"law_id":60366,"edition_id":1,"section_id":60366,"structure_id":15613,"section_number":"8.2A-504","catch_line":"Liquidation of damages","history":"1991, c. 536.","full_text":"1\n\nDamages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor’s residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.2\n\nIf the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (1) of this section, or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this title.3\n\nIf the lessor justifiably withholds or stops delivery of goods because of the lessee’s default or insolvency, under \u00a7 8.2A-525 or \u00a7 8.2A-526, the lessee is entitled to restitution of any amount by which the sum of his or her payments exceeds:a\n\nThe amount to which the lessor is entitled by virtue of terms liquidating the lessor’s damages in accordance with subsection (1) of this section; orb\n\nIn the absence of those terms, twenty percent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.4\n\nA lessee’s right to restitution under subsection (3) of this section is subject to offset to the extent the lessor establishes:a\n\nA right to recover damages under the provisions of this Article other than subsection (1) of this section; andb\n\nThe amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.","order_by":null,"text":{"0":{"id":220784,"text":"Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor’s residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":220785,"text":"If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (1) of this section, or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this title.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":220786,"text":"If the lessor justifiably withholds or stops delivery of goods because of the lessee’s default or insolvency, under \u00a7 8.2A-525 or \u00a7 8.2A-526, the lessee is entitled to restitution of any amount by which the sum of his or her payments exceeds:","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"3a"},"3":{"id":220787,"text":"The amount to which the lessor is entitled by virtue of terms liquidating the lessor’s damages in accordance with subsection (1) of this section; or","type":"section","prefixes":["3","a"],"prefix":"a","entire_prefix":"3a","prefix_anchor":"3a","level":2,"prior_prefix":"3","next_prefix":"3b"},"4":{"id":220788,"text":"In the absence of those terms, twenty percent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.","type":"section","prefixes":["3","b"],"prefix":"b","entire_prefix":"3b","prefix_anchor":"3b","level":2,"prior_prefix":"3a","next_prefix":"4"},"5":{"id":220789,"text":"A lessee’s right to restitution under subsection (3) of this section is subject to offset to the extent the lessor establishes:","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3b","next_prefix":"4a"},"6":{"id":220790,"text":"A right to recover damages under the provisions of this Article other than subsection (1) of this section; and","type":"section","prefixes":["4","a"],"prefix":"a","entire_prefix":"4a","prefix_anchor":"4a","level":2,"prior_prefix":"4","next_prefix":"4b"},"7":{"id":220791,"text":"The amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.","type":"section","prefixes":["4","b"],"prefix":"b","entire_prefix":"4b","prefix_anchor":"4b","level":2,"prior_prefix":"4a"}},"ancestry":[{"id":15613,"edition_id":1,"name":"In General","identifier":"A","label":"article","depth":3,"order_by":1,"parent_id":13913,"metadata":{},"date_created":"2026-06-26 03:56:55","date_modified":"2026-06-26 03:56:55","permalink":{"id":282571,"object_type":"structure","relational_id":15613,"identifier":"A","token":"8.2A\/5\/A","url":"\/8.2A\/5\/A\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13913,"edition_id":1,"name":"Default","identifier":"5","label":"part","depth":2,"order_by":1,"parent_id":12736,"metadata":{},"date_created":"2026-06-26 03:46:17","date_modified":"2026-06-26 03:46:17","permalink":{"id":282569,"object_type":"structure","relational_id":13913,"identifier":"5","token":"8.2A\/5","url":"\/8.2A\/5\/","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":75475,"structure_id":15613,"section_number":"8.2A-501","catch_line":"Default; procedure","url":"\/8.2A-501\/","token":"8.2A\/5\/A\/8.2A-501","metadata":false},{"id":82307,"structure_id":15613,"section_number":"8.2A-502","catch_line":"Notice after default","url":"\/8.2A-502\/","token":"8.2A\/5\/A\/8.2A-502","metadata":false},{"id":86201,"structure_id":15613,"section_number":"8.2A-503","catch_line":"Modification or impairment of rights and remedies","url":"\/8.2A-503\/","token":"8.2A\/5\/A\/8.2A-503","metadata":false},{"id":60366,"structure_id":15613,"section_number":"8.2A-504","catch_line":"Liquidation of damages","url":"\/8.2A-504\/","token":"8.2A\/5\/A\/8.2A-504","metadata":false},{"id":60727,"structure_id":15613,"section_number":"8.2A-505","catch_line":"Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies","url":"\/8.2A-505\/","token":"8.2A\/5\/A\/8.2A-505","metadata":false},{"id":59618,"structure_id":15613,"section_number":"8.2A-506","catch_line":"Statute of limitation","url":"\/8.2A-506\/","token":"8.2A\/5\/A\/8.2A-506","metadata":false},{"id":84634,"structure_id":15613,"section_number":"8.2A-507","catch_line":"Proof of market rent; time and place","url":"\/8.2A-507\/","token":"8.2A\/5\/A\/8.2A-507","metadata":false}],"previous_section":{"id":86201,"structure_id":15613,"section_number":"8.2A-503","catch_line":"Modification or impairment of rights and remedies","url":"\/8.2A-503\/","token":"8.2A\/5\/A\/8.2A-503","metadata":false},"next_section":{"id":60727,"structure_id":15613,"section_number":"8.2A-505","catch_line":"Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies","url":"\/8.2A-505\/","token":"8.2A\/5\/A\/8.2A-505","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2A-504\/","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":86201,"section_number":"8.2A-503","catch_line":"Modification or impairment of rights and remedies","order_by":null,"url":"\/8.2A-503\/"},{"id":83561,"section_number":"8.2A-518","catch_line":"Cover; substitute goods","order_by":null,"url":"\/8.2A-518\/"},{"id":74347,"section_number":"8.2A-519","catch_line":"Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods","order_by":null,"url":"\/8.2A-519\/"},{"id":73411,"section_number":"8.2A-527","catch_line":"Lessor's rights to dispose of goods","order_by":null,"url":"\/8.2A-527\/"},{"id":69309,"section_number":"8.2A-528","catch_line":"Lessor's damages for nonacceptance or repudiation","order_by":null,"url":"\/8.2A-528\/"}],"refers_to":[{"id":72857,"section_number":"8.2A-525","catch_line":"Lessor's right to possession of goods","order_by":null,"url":"\/8.2A-525\/"},{"id":83435,"section_number":"8.2A-526","catch_line":"Lessor's stoppage of delivery in transit or otherwise","order_by":null,"url":"\/8.2A-526\/"}],"permalink":{"id":282585,"object_type":"law","relational_id":60366,"identifier":"8.2A-504","token":"8.2A\/5\/A\/8.2A-504","url":"\/8.2A-504\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2A-504\/","token":"8.2A\/5\/A\/8.2A-504","dublin_core":{"Title":"Liquidation of damages","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2A-504","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> Damages<\/span> payable by either party<\/span> for default<\/span>, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor’s residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default<\/span> or other act or omission. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the lease agreement provides for liquidation<\/span> of damages<\/span>, and such provision does not comply with subsection (1) of this section, or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this title. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the lessor justifiably withholds or stops delivery of goods because of the lessee’s default<\/span> or insolvency, under \u00a7 8.2A-525<\/a> or \u00a7 8.2A-526<\/a>, the lessee is entitled to restitution<\/span> of any amount by which the sum of his or her payments exceeds: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> The amount to which the lessor is entitled by virtue of terms liquidating the lessor’s damages<\/span> in accordance with subsection (1) of this section; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> In the absence of those terms, twenty percent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A lessee’s right to restitution<\/span> under subsection (3) of this section is subject to offset to the extent the lessor establishes: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> A right to recover damages<\/span> under the provisions of this Article other than subsection (1) of this section; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> The amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIQUIDATION OF DAMAGES (\u00a7 8.2A-504)\n\n1. Damages payable by either party for default, or any other act or omission,\nincluding indemnity for loss or diminution of anticipated tax benefits or loss\nor damage to lessor’s residual interest, may be liquidated in the lease\nagreement but only at an amount or by a formula that is reasonable in light of\nthe then anticipated harm caused by the default or other act or omission.\n\n2. If the lease agreement provides for liquidation of damages, and such\nprovision does not comply with subsection (1) of this section, or such provision\nis an exclusive or limited remedy that circumstances cause to fail of its\nessential purpose, remedy may be had as provided in this title.\n\n3. If the lessor justifiably withholds or stops delivery of goods because of the\nlessee’s default or insolvency, under \u00a7 8.2A-525 or \u00a7 8.2A-526, the\nlessee is entitled to restitution of any amount by which the sum of his or her\npayments exceeds:\n\n a. The amount to which the lessor is entitled by virtue of terms liquidating\n the lessor’s damages in accordance with subsection (1) of this section;\n or\n\n b. In the absence of those terms, twenty percent of the then present value of\n the total rent the lessee was obligated to pay for the balance of the lease\n term, or, in the case of a consumer lease, the lesser of such amount or $500.\n\n4. A lessee’s right to restitution under subsection (3) of this section is\nsubject to offset to the extent the lessor establishes:\n\n a. A right to recover damages under the provisions of this Article other than\n subsection (1) of this section; and\n\n b. The amount or value of any benefits received by the lessee directly or\n indirectly by reason of the lease contract.\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}}