                                 CODE OF VIRGINIA

FORMAL REQUIREMENTS (§ 59.1-502.1)

a. Except as otherwise provided in this section, a contract requiring payment of
a contract fee of $5,000 or more is not enforceable by way of action or defense
unless:

   1. the party against which enforcement is sought authenticated a record
   sufficient to indicate that a contract has been formed and which reasonably
   identifies the copy or subject matter to which the contract refers; or

   2. the agreement is a license for an agreed duration of one year or less or
   which may be terminated at will by the party against which the contract is
   asserted.

b. A record is sufficient under subsection (a) even if it omits or incorrectly
states a term, but the contract is not enforceable under that subsection beyond
the number of copies or subject matter shown in the record.

c. A contract that does not satisfy the requirements of subsection (a) is
nevertheless enforceable under that subsection if:

   1. a performance was tendered or the information was made available by one
   party and the tender was accepted or the information accessed by the other; or

   2. the party against which enforcement is sought admits in court, by pleading
   or by testimony or otherwise under oath, facts sufficient to indicate a
   contract has been made, but the agreement is not enforceable under this
   paragraph beyond the number of copies or the subject matter admitted.

d. Between merchants, if, within a reasonable time, a record in confirmation of
the contract and sufficient against the sender is received and the party
receiving it has reason to know its contents, the record satisfies subsection
(a) against the party receiving it unless notice of objection to its contents is
given in a record within a reasonable time after the confirming record is
received.

e. An agreement that the requirements of this section need not be satisfied as
to future transactions is effective if evidenced in a record authenticated by
the person against which enforcement is sought.

f. A transaction within the scope of this chapter is not subject to a statute of
frauds contained in another law of this Commonwealth.

HISTORY: 2000, cc. 101, 996.