59.1-501.16 - Supplemental principles; good faith; commercial practice. - Virginia Statutes

§ 59.1-501.16. Supplemental principles; good faith; commercial practice.

(a) Unless displaced by this chapter, principles of law and equity, includingthe merchant law and the common law of the Commonwealth relative to capacityto contract, principal and agent, estoppel, fraud, misrepresentation, duress,coercion, mistake, and other validating or invalidating cause, supplementthis chapter. Among the laws supplementing and not displaced by this chapterare trade secret laws and unfair competition laws, including application ofsuch laws as they may deal with failure to disclose defects.

(b) Every contract or duty within the scope of this chapter imposes anobligation of good faith in its performance or enforcement.

(c) Any usage of trade in the vocation or trade in which the parties areengaged or of which the parties are or should be aware and any course ofdealing or course of performance between the parties are relevant todetermining the existence or meaning of an agreement.

(2004, c. 794.)