59.1-505.3 - Transfer of contractual interest. - Virginia Statutes

§ 59.1-505.3. Transfer of contractual interest.

The following rules apply to a transfer of a contractual interest:

(1) A party's contractual interest may be transferred unless the transfer:

(A) is prohibited by other law; or

(B) except as otherwise provided in paragraph (3), would materially changethe duty of the other party, materially increase the burden or risk imposedon the other party, or materially impair the other party's property or itslikelihood or expectation of obtaining return performance.

(2) Except as otherwise provided in paragraph (3) and § 59.1-505.8 (a) (1)(B), a term prohibiting transfer of a party's contractual interest isenforceable, and a transfer made in violation of that term is a breach ofcontract and is ineffective to create contractual rights in the transfereeagainst the nontransferring party, except to the extent that:

(A) the contract is a license for incorporation or use of the licensedinformation or informational rights with information or informational rightsfrom other sources in a combined work for public distribution or publicperformance and the transfer is of the completed, combined work;

(B) the transfer is of a right to payment arising out of the transferor's dueperformance of less than its entire obligation and the transfer would beenforceable under paragraph (1) in the absence of the term prohibitingtransfer; or

(C) the term is in a mass-market license, the transfer is made along with acomputer, and the transfer is a gift or a donation (i) to a public elementaryor secondary school, (ii) to a public library, (iii) to an organizationexempt from taxation under § 501 (c) (3) of the Internal Revenue Code, or(iv) from a consumer to another consumer.

(D) [Repealed.]

(3) A right to damages for breach of the whole contract or a right to paymentarising out of the transferor's due performance of its entire obligation maybe transferred notwithstanding an agreement otherwise.

(4) A term that prohibits transfer of a contractual interest under amass-market license by the licensee must be conspicuous.

(2000, cc. 101, 996; 2001, cc. 762, 763; 2002, c. 403.)