{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.3A-311.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.3A-311.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.3A-311.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.3A-311.html"}],"law_id":83612,"edition_id":1,"section_id":83612,"structure_id":13055,"section_number":"8.3A-311","catch_line":"Accord and satisfaction by use of instrument","history":"1992, c. 693; 2006, c. 624.","full_text":"a\n\nIf a person against whom a claim is asserted proves that (i) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (ii) the amount of the claim was unliquidated or subject to a bona fide dispute, and (iii) the claimant obtained payment of the instrument, the following subsections apply. For purposes of this subsection, a person does not act in good faith when tendering a check in full satisfaction of an obligation under a loan if (i) such check is for less than the amount due under the terms of the loan agreement and (ii) such check is tendered to a person without knowledge of a dispute concerning the loan.b\n\nUnless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.c\n\nSubject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies:1\n\nThe claimant, if an organization, proves that (i) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office, or place, and (ii) the instrument or accompanying communication was not received by that designated person, office, or place.2\n\nThe claimant, whether or not an organization, proves that within ninety days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph (1) (i).d\n\nA claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.","order_by":null,"text":{"0":{"id":299630,"text":"If a person against whom a claim is asserted proves that (i) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (ii) the amount of the claim was unliquidated or subject to a bona fide dispute, and (iii) the claimant obtained payment of the instrument, the following subsections apply. For purposes of this subsection, a person does not act in good faith when tendering a check in full satisfaction of an obligation under a loan if (i) such check is for less than the amount due under the terms of the loan agreement and (ii) such check is tendered to a person without knowledge of a dispute concerning the loan.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":299631,"text":"Unless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":299632,"text":"Subject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"3":{"id":299633,"text":"The claimant, if an organization, proves that (i) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office, or place, and (ii) the instrument or accompanying communication was not received by that designated person, office, or place.","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"4":{"id":299634,"text":"The claimant, whether or not an organization, proves that within ninety days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph (1) (i).","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"5":{"id":299635,"text":"A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2"}},"ancestry":[{"id":13055,"edition_id":1,"name":"Enforcement of Instruments","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":13054,"metadata":{},"date_created":"2026-06-26 03:44:11","date_modified":"2026-06-26 03:44:11","permalink":{"id":282819,"object_type":"structure","relational_id":13055,"identifier":"3","token":"8.3A\/3","url":"\/8.3A\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13054,"edition_id":1,"name":"Commercial Code \u2014 Negotiable Instruments","identifier":"8.3A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:11","date_modified":"2026-06-26 03:44:11","permalink":{"id":282705,"object_type":"structure","relational_id":13054,"identifier":"8.3A","token":"8.3A","url":"\/8.3A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":65014,"structure_id":13055,"section_number":"8.3A-301","catch_line":"Person entitled to enforce instrument","url":"\/8.3A-301\/","token":"8.3A\/3\/8.3A-301","metadata":false},{"id":57239,"structure_id":13055,"section_number":"8.3A-302","catch_line":"Holder in due course","url":"\/8.3A-302\/","token":"8.3A\/3\/8.3A-302","metadata":false},{"id":57109,"structure_id":13055,"section_number":"8.3A-303","catch_line":"Value and consideration","url":"\/8.3A-303\/","token":"8.3A\/3\/8.3A-303","metadata":false},{"id":54111,"structure_id":13055,"section_number":"8.3A-304","catch_line":"Overdue instrument","url":"\/8.3A-304\/","token":"8.3A\/3\/8.3A-304","metadata":false},{"id":65312,"structure_id":13055,"section_number":"8.3A-305","catch_line":"Defenses and claims in recoupment","url":"\/8.3A-305\/","token":"8.3A\/3\/8.3A-305","metadata":false},{"id":70356,"structure_id":13055,"section_number":"8.3A-306","catch_line":"Claims to an instrument","url":"\/8.3A-306\/","token":"8.3A\/3\/8.3A-306","metadata":false},{"id":57726,"structure_id":13055,"section_number":"8.3A-307","catch_line":"Notice of breach of fiduciary duty","url":"\/8.3A-307\/","token":"8.3A\/3\/8.3A-307","metadata":false},{"id":60258,"structure_id":13055,"section_number":"8.3A-308","catch_line":"Proof of signatures and status as holder in due course","url":"\/8.3A-308\/","token":"8.3A\/3\/8.3A-308","metadata":false},{"id":57632,"structure_id":13055,"section_number":"8.3A-309","catch_line":"Enforcement of lost, destroyed, or stolen instrument","url":"\/8.3A-309\/","token":"8.3A\/3\/8.3A-309","metadata":false},{"id":82224,"structure_id":13055,"section_number":"8.3A-310","catch_line":"Effect of instrument on obligation for which taken","url":"\/8.3A-310\/","token":"8.3A\/3\/8.3A-310","metadata":false},{"id":83612,"structure_id":13055,"section_number":"8.3A-311","catch_line":"Accord and satisfaction by use of instrument","url":"\/8.3A-311\/","token":"8.3A\/3\/8.3A-311","metadata":false},{"id":82560,"structure_id":13055,"section_number":"8.3A-312","catch_line":"Lost, destroyed, or stolen cashier's check, teller's check, or certified check","url":"\/8.3A-312\/","token":"8.3A\/3\/8.3A-312","metadata":false}],"previous_section":{"id":82224,"structure_id":13055,"section_number":"8.3A-310","catch_line":"Effect of instrument on obligation for which taken","url":"\/8.3A-310\/","token":"8.3A\/3\/8.3A-310","metadata":false},"next_section":{"id":82560,"structure_id":13055,"section_number":"8.3A-312","catch_line":"Lost, destroyed, or stolen cashier's check, teller's check, or certified check","url":"\/8.3A-312\/","token":"8.3A\/3\/8.3A-312","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.3A-311\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 693 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 1992 \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 2006, chapter 624<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":282861,"object_type":"law","relational_id":83612,"identifier":"8.3A-311","token":"8.3A\/3\/8.3A-311","url":"\/8.3A-311\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.3A-311\/","token":"8.3A\/3\/8.3A-311","dublin_core":{"Title":"Accord and satisfaction by use of instrument","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.3A-311","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> If a person against whom a claim is asserted proves that (i) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (ii) the amount of the claim was unliquidated or subject to a bona fide dispute, and (iii) the claimant obtained payment of the instrument, the following subsections apply. For purposes of this subsection, a person does not act in good faith when tendering a check in full satisfaction of an obligation under a loan if (i) such check is for less than the amount due under the terms of the loan agreement and (ii) such check is tendered to a person without knowledge of a dispute concerning the loan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Unless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> Subject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The claimant, if an organization, proves that (i) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office, or place, and (ii) the instrument or accompanying communication was not received by that designated person, office, or place. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The claimant, whether or not an organization, proves that within ninety days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph (1) (i). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACCORD AND SATISFACTION BY USE OF INSTRUMENT (\u00a7 8.3A-311)\n\na. If a person against whom a claim is asserted proves that (i) that person in\ngood faith tendered an instrument to the claimant as full satisfaction of the\nclaim, (ii) the amount of the claim was unliquidated or subject to a bona fide\ndispute, and (iii) the claimant obtained payment of the instrument, the\nfollowing subsections apply. For purposes of this subsection, a person does not\nact in good faith when tendering a check in full satisfaction of an obligation\nunder a loan if (i) such check is for less than the amount due under the terms\nof the loan agreement and (ii) such check is tendered to a person without\nknowledge of a dispute concerning the loan.\n\nb. Unless subsection (c) applies, the claim is discharged if the person against\nwhom the claim is asserted proves that the instrument or an accompanying written\ncommunication contained a conspicuous statement to the effect that the\ninstrument was tendered as full satisfaction of the claim.\n\nc. Subject to subsection (d), a claim is not discharged under subsection (b) if\neither of the following applies:\n\n 1. The claimant, if an organization, proves that (i) within a reasonable time\n before the tender, the claimant sent a conspicuous statement to the person\n against whom the claim is asserted that communications concerning disputed\n debts, including an instrument tendered as full satisfaction of a debt, are to\n be sent to a designated person, office, or place, and (ii) the instrument or\n accompanying communication was not received by that designated person, office,\n or place.\n\n 2. The claimant, whether or not an organization, proves that within ninety\n days after payment of the instrument, the claimant tendered repayment of the\n amount of the instrument to the person against whom the claim is asserted.\n This paragraph does not apply if the claimant is an organization that sent a\n statement complying with paragraph (1) (i).\n\nd. A claim is discharged if the person against whom the claim is asserted proves\nthat within a reasonable time before collection of the instrument was initiated,\nthe claimant, or an agent of the claimant having direct responsibility with\nrespect to the disputed obligation, knew that the instrument was tendered in\nfull satisfaction of the claim.\n\nHISTORY: 1992, c. 693; 2006, c. 624.","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}}