                                 CODE OF VIRGINIA

TERMS TO BE SPECIFIED (§ 59.1-503.5)

An agreement that is otherwise sufficiently definite to be a contract is not
invalid because it leaves particulars of performance to be specified by one of
the parties. If particulars of performance are to be specified by a party, the
following rules apply:

1. Specification must be made in good faith and within limits set by commercial
reasonableness.

2. If a specification materially affects the other party&#8217;s performance but
is not seasonably made, the other party:

   A. is excused for any resulting delay in its performance; and

   B. may perform, suspend performance, or treat the failure to specify as a
   breach of contract.

HISTORY: 2000, cc. 101, 996.