                                 CODE OF VIRGINIA

TERMS OF CONTRACT FORMED BY CONDUCT (§ 59.1-502.10)

a. Except as otherwise provided in subsection (b) and subject to &#xA7;
59.1-503.1, if a contract is formed by conduct of the parties, the terms of the
contract are determined by consideration of the terms and conditions to which
the parties expressly agreed, course of performance, course of dealing, usage of
trade, the nature of the parties&#8217; conduct, the records exchanged, the
information or informational rights involved, and all other relevant
circumstances. If a court cannot determine the terms of the contract from the
foregoing factors, the supplementary principles of this chapter apply.

b. This section does not apply if the parties authenticate a record of the
contract or a party agrees, such as by manifesting assent, to the record
containing the terms of the other party.

HISTORY: 2000, cc. 101, 996.