59.1-502.2 - Formation in general. - Virginia Statutes

§ 59.1-502.2. Formation in general.

(a) A contract may be formed in any manner sufficient to show agreement,including offer and acceptance or conduct of both parties or operations ofelectronic agents which recognize the existence of a contract.

(b) If the parties so intend, an agreement sufficient to constitute acontract may be found even if the time of its making is undetermined, one ormore terms are left open or to be agreed upon, the records of the parties donot otherwise establish a contract, or one party reserves the right to modifyterms.

(c) Even if one or more terms are left open or to be agreed upon, a contractdoes not fail for indefiniteness if the parties intended to make a contractand there is a reasonably certain basis for giving an appropriate remedy.

(d) In the absence of conduct or performance by both parties to the contrary,a contract is not formed if there is a material disagreement about a materialterm, including a term concerning scope.

(e) If a term is to be adopted by later agreement and the parties intend notto be bound unless the term is so adopted, a contract is not formed if theparties do not agree to the term. In that case, each party shall deliver tothe other party, or with the consent of the other party destroy, all copiesof information, access materials, and other materials received or made, andeach party is entitled to a return with respect to any contract fee paid forwhich performance has not been received, has not been accepted, or has beenredelivered without any benefit being retained. The parties remain bound byany contractual use term only with respect to information or copies receivedor made from copies received pursuant to the agreement, but the contractualuse term does not apply to information or copies properly received orobtained from another source.

(2000, cc. 101, 996.)