{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.5A-116.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.5A-116.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.5A-116.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.5A-116.html"}],"law_id":78841,"edition_id":1,"section_id":78841,"structure_id":14537,"section_number":"8.5A-116","catch_line":"Choice of law and forum","history":"1997, c. 343; 2024, c. 652.","full_text":"a\n\nThe liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.b\n\nUnless subsection (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued.c\n\nFor the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under subsection (d).d\n\nA branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued.e\n\nExcept as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this title would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this title and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in § 8.5A-103(c).f\n\nIf there is conflict between this title and Titles 8.3A, 8.4, 8.4A, or 8.9A, this title governs.g\n\nThe forum for settling disputes arising out of an undertaking within this title may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a).","order_by":null,"text":{"0":{"id":282406,"text":"The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":282407,"text":"Unless subsection (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":282408,"text":"For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under subsection (d).","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"3":{"id":282409,"text":"A branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"4":{"id":282410,"text":"Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this title would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this title and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in § 8.5A-103(c).","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"5":{"id":282411,"text":"If there is conflict between this title and Titles 8.3A, 8.4, 8.4A, or 8.9A, this title governs.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e","next_prefix":"g"},"6":{"id":282412,"text":"The forum for settling disputes arising out of an undertaking within this title may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (a).","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f"}},"ancestry":[{"id":14537,"edition_id":1,"name":"Uniform Commercial Code \u2014 Letters of Credit","identifier":"8.5A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:48:34","date_modified":"2026-06-26 03:48:34","permalink":{"id":283351,"object_type":"structure","relational_id":14537,"identifier":"8.5A","token":"8.5A","url":"\/8.5A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":68137,"structure_id":14537,"section_number":"8.5A-101","catch_line":"Short title","url":"\/8.5A-101\/","token":"8.5A\/8.5A-101","metadata":false},{"id":68166,"structure_id":14537,"section_number":"8.5A-102","catch_line":"Definitions","url":"\/8.5A-102\/","token":"8.5A\/8.5A-102","metadata":false},{"id":59884,"structure_id":14537,"section_number":"8.5A-103","catch_line":"Scope","url":"\/8.5A-103\/","token":"8.5A\/8.5A-103","metadata":false},{"id":62564,"structure_id":14537,"section_number":"8.5A-104","catch_line":"Formal requirements","url":"\/8.5A-104\/","token":"8.5A\/8.5A-104","metadata":false},{"id":78674,"structure_id":14537,"section_number":"8.5A-105","catch_line":"Consideration","url":"\/8.5A-105\/","token":"8.5A\/8.5A-105","metadata":{"court_decisions":""}},{"id":58998,"structure_id":14537,"section_number":"8.5A-106","catch_line":"Issuance, amendment, cancellation, and duration","url":"\/8.5A-106\/","token":"8.5A\/8.5A-106","metadata":false},{"id":78720,"structure_id":14537,"section_number":"8.5A-107","catch_line":"Confirmer, nominated person, and adviser","url":"\/8.5A-107\/","token":"8.5A\/8.5A-107","metadata":false},{"id":84859,"structure_id":14537,"section_number":"8.5A-108","catch_line":"Issuer's rights and obligations","url":"\/8.5A-108\/","token":"8.5A\/8.5A-108","metadata":{"court_decisions":""}},{"id":68535,"structure_id":14537,"section_number":"8.5A-109","catch_line":"Fraud and forgery","url":"\/8.5A-109\/","token":"8.5A\/8.5A-109","metadata":false},{"id":86292,"structure_id":14537,"section_number":"8.5A-110","catch_line":"Warranties","url":"\/8.5A-110\/","token":"8.5A\/8.5A-110","metadata":false},{"id":80661,"structure_id":14537,"section_number":"8.5A-111","catch_line":"Remedies","url":"\/8.5A-111\/","token":"8.5A\/8.5A-111","metadata":false},{"id":55987,"structure_id":14537,"section_number":"8.5A-112","catch_line":"Transfer of letter of credit","url":"\/8.5A-112\/","token":"8.5A\/8.5A-112","metadata":{"court_decisions":""}},{"id":63412,"structure_id":14537,"section_number":"8.5A-113","catch_line":"Transfer by 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person","url":"\/8.5A-117.1\/","token":"8.5A\/8.5A-117.1","metadata":false},{"id":65323,"structure_id":14537,"section_number":"8.5A-118","catch_line":"Applicability","url":"\/8.5A-118\/","token":"8.5A\/8.5A-118","metadata":false}],"previous_section":{"id":66415,"structure_id":14537,"section_number":"8.5A-115","catch_line":"Statute of limitations","url":"\/8.5A-115\/","token":"8.5A\/8.5A-115","metadata":false},"next_section":{"id":61433,"structure_id":14537,"section_number":"8.5A-117","catch_line":"Subrogation of issuer, applicant, and nominated person","url":"\/8.5A-117\/","token":"8.5A\/8.5A-117","metadata":{"court_decisions":""}},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.5A-116\/","history_text":"

This law was first created in 1997. The record of its establishment is cataloged in chapter 343<\/a> 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. 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":58892,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties' power to choose applicable law","order_by":null,"url":"\/8.1A-301\/"}],"refers_to":[{"id":59884,"section_number":"8.5A-103","catch_line":"Scope","order_by":null,"url":"\/8.5A-103\/"}],"permalink":{"id":283413,"object_type":"law","relational_id":78841,"identifier":"8.5A-116","token":"8.5A\/8.5A-116","url":"\/8.5A-116\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.5A-116\/","token":"8.5A\/8.5A-116","dublin_core":{"Title":"Choice of law and forum","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.5A-116","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> The liability of an issuer, nominated person, or adviser for action or omission is governed by the law<\/span> of the jurisdiction<\/span> chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction<\/span> whose law<\/span> is chosen need not bear any relation to the transaction. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Unless subsection (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law<\/span> of the jurisdiction<\/span> in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> For the purpose of jurisdiction<\/span>, choice of law<\/span>, and recognition of interbranch letters of credit, but not enforcement of a judgment<\/span>, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under subsection (d). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than one address is indicated, the branch is considered to be located at the address from which the undertaking was issued. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Except as otherwise provided in this subsection, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If (i) this title would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this title and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in § 8.5A-103<\/a>(c). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> If there is conflict between this title and Titles 8.3A, 8.4, 8.4A, or 8.9A, this title governs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> The forum for settling disputes arising out of an undertaking within this title may be chosen in the manner and with the binding effect that governing law<\/span> may be chosen in accordance with subsection (a). <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCHOICE OF LAW AND FORUM (\u00a7 8.5A-116)\n\na. The liability of an issuer, nominated person, or adviser for action or\nomission is governed by the law of the jurisdiction chosen by an agreement in\nthe form of a record signed by the affected parties or by a provision in the\nperson’s letter of credit, confirmation, or other undertaking. The\njurisdiction whose law is chosen need not bear any relation to the transaction.\n\nb. Unless subsection (a) applies, the liability of an issuer, nominated person,\nor adviser for action or omission is governed by the law of the jurisdiction in\nwhich the person is located. The person is considered to be located at the\naddress indicated in the person’s undertaking. If more than one address is\nindicated, the person is considered to be located at the address from which the\nperson’s undertaking was issued.\n\nc. For the purpose of jurisdiction, choice of law, and recognition of\ninterbranch letters of credit, but not enforcement of a judgment, all branches\nof a bank are considered separate juridical entities and a bank is considered to\nbe located at the place where its relevant branch is considered to be located\nunder subsection (d).\n\nd. A branch of a bank is considered to be located at the address indicated in\nthe branch’s undertaking. If more than one address is indicated, the\nbranch is considered to be located at the address from which the undertaking was\nissued.\n\ne. Except as otherwise provided in this subsection, the liability of an issuer,\nnominated person, or adviser is governed by any rules of custom or practice,\nsuch as the Uniform Customs and Practice for Documentary Credits, to which the\nletter of credit, confirmation, or other undertaking is expressly made subject.\nIf (i) this title would govern the liability of an issuer, nominated person, or\nadviser under subsection (a) or (b), (ii) the relevant undertaking incorporates\nrules of custom or practice, and (iii) there is conflict between this title and\nthose rules as applied to that undertaking, those rules govern except to the\nextent of any conflict with the nonvariable provisions specified in §\n8.5A-103(c).\n\nf. If there is conflict between this title and Titles 8.3A, 8.4, 8.4A, or 8.9A,\nthis title governs.\n\ng. The forum for settling disputes arising out of an undertaking within this\ntitle may be chosen in the manner and with the binding effect that governing law\nmay be chosen in accordance with subsection (a).\n\nHISTORY: 1997, c. 343; 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}}