{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/59.1-507.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/59.1-507.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/59.1-507.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/59.1-507.1.html"}],"law_id":373305,"edition_id":2,"section_id":373305,"structure_id":53126,"section_number":"59.1-507.1","catch_line":"Breach of contract; material breach","history":"2000, cc. 101, 996.","full_text":"a\n\nWhether a party is in breach of contract is determined by the agreement or, in the absence of agreement, this chapter. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, or otherwise is not in compliance with an obligation placed on it by this chapter or the agreement. A breach, whether or not material, entitles the aggrieved party to its remedies. Whether a breach of a contractual use term is an infringement or a misappropriation is determined by applicable informational property rights law.\n\nb\n\nA breach of contract is material if:\n\n1\n\nthe contract so provides;\n\n2\n\nthe breach is a substantial failure to perform a term that is an essential element of the agreement; or\n\n3\n\nthe circumstances, including the language of the agreement, the reasonable expectations of the parties, the standards and practices of the business, trade, or industry, and the character of the breach, indicate that:\n\nA\n\nthe breach caused or is likely to cause substantial harm to the aggrieved party; or\n\nB\n\nthe breach substantially deprived or is likely substantially to deprive the aggrieved party of a significant benefit it reasonably expected under the contract.\n\nc\n\nThe cumulative effect of nonmaterial breaches may be material.\n\n","order_by":null,"text":{"0":{"id":1393066,"text":"Whether a party is in breach of contract is determined by the agreement or, in the absence of agreement, this chapter. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, or otherwise is not in compliance with an obligation placed on it by this chapter or the agreement. A breach, whether or not material, entitles the aggrieved party to its remedies. Whether a breach of a contractual use term is an infringement or a misappropriation is determined by applicable informational property rights law.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":1393067,"text":"A breach of contract is material if:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":1393068,"text":"the contract so provides;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":1393069,"text":"the breach is a substantial failure to perform a term that is an essential element of the agreement; or","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"4":{"id":1393070,"text":"the circumstances, including the language of the agreement, the reasonable expectations of the parties, the standards and practices of the business, trade, or industry, and the character of the breach, indicate that:","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"A"},"5":{"id":1393071,"text":"the breach caused or is likely to cause substantial harm to the aggrieved party; or","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"b3","next_prefix":"B"},"6":{"id":1393072,"text":"the breach substantially deprived or is likely substantially to deprive the aggrieved party of a significant benefit it reasonably expected under the contract.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"c"},"7":{"id":1393073,"text":"The cumulative effect of nonmaterial breaches may be material.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"B"}},"ancestry":[{"id":53126,"edition_id":2,"name":"Breach of Contract","identifier":"7","label":"article","depth":3,"order_by":7,"parent_id":53119,"metadata":{"child_laws":11,"child_structures":0},"date_created":"2026-08-02 03:11:18","date_modified":"2026-08-02 12:36:35","permalink":{"id":1489265,"object_type":"structure","relational_id":53126,"identifier":"7","token":"59.1\/43\/7","url":"\/59.1\/43\/7\/","edition_id":2,"permalink":0,"preferred":1}},{"id":53119,"edition_id":2,"name":"Uniform Computer Information Transactions Act","identifier":"43","label":"chapter","depth":2,"order_by":80,"parent_id":53010,"metadata":{"child_laws":121,"child_structures":9},"date_created":"2026-08-02 03:11:05","date_modified":"2026-08-02 12:36:34","permalink":{"id":1488887,"object_type":"structure","relational_id":53119,"identifier":"43","token":"59.1\/43","url":"\/59.1\/43\/","edition_id":2,"permalink":0,"preferred":1}},{"id":53010,"edition_id":2,"name":"Trade and Commerce","identifier":"59.1","label":"title","depth":1,"order_by":127,"parent_id":null,"metadata":{"child_laws":861,"child_structures":141},"date_created":"2026-08-02 03:09:52","date_modified":"2026-08-02 12:36:19","permalink":{"id":1486523,"object_type":"structure","relational_id":53010,"identifier":"59.1","token":"59.1","url":"\/59.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":373305,"structure_id":53126,"section_number":"59.1-507.1","catch_line":"Breach of contract; material breach","url":"\/59.1-507.1\/","token":"59.1\/43\/7\/59.1-507.1","metadata":false},{"id":373306,"structure_id":53126,"section_number":"59.1-507.10","catch_line":"Retraction of anticipatory repudiation","url":"\/59.1-507.10\/","token":"59.1\/43\/7\/59.1-507.10","metadata":false},{"id":373307,"structure_id":53126,"section_number":"59.1-507.11","catch_line":"Reserved","url":"\/59.1-507.11\/","token":"59.1\/43\/7\/59.1-507.11","metadata":false},{"id":373308,"structure_id":53126,"section_number":"59.1-507.2","catch_line":"Waiver of remedy for breach of contract","url":"\/59.1-507.2\/","token":"59.1\/43\/7\/59.1-507.2","metadata":false},{"id":373309,"structure_id":53126,"section_number":"59.1-507.3","catch_line":"Cure of breach of contract","url":"\/59.1-507.3\/","token":"59.1\/43\/7\/59.1-507.3","metadata":false},{"id":373310,"structure_id":53126,"section_number":"59.1-507.4","catch_line":"Copy; refusal of defective tender","url":"\/59.1-507.4\/","token":"59.1\/43\/7\/59.1-507.4","metadata":false},{"id":373311,"structure_id":53126,"section_number":"59.1-507.5","catch_line":"Copy; contract with previous vested grant of rights","url":"\/59.1-507.5\/","token":"59.1\/43\/7\/59.1-507.5","metadata":false},{"id":373312,"structure_id":53126,"section_number":"59.1-507.6","catch_line":"Copy; duties upon rightful refusal","url":"\/59.1-507.6\/","token":"59.1\/43\/7\/59.1-507.6","metadata":false},{"id":373313,"structure_id":53126,"section_number":"59.1-507.7","catch_line":"Copy; revocation of acceptance","url":"\/59.1-507.7\/","token":"59.1\/43\/7\/59.1-507.7","metadata":false},{"id":373314,"structure_id":53126,"section_number":"59.1-507.8","catch_line":"Adequate assurance of performance","url":"\/59.1-507.8\/","token":"59.1\/43\/7\/59.1-507.8","metadata":false},{"id":373315,"structure_id":53126,"section_number":"59.1-507.9","catch_line":"Anticipatory repudiation","url":"\/59.1-507.9\/","token":"59.1\/43\/7\/59.1-507.9","metadata":false}],"next_section":{"id":373306,"structure_id":53126,"section_number":"59.1-507.10","catch_line":"Retraction of anticipatory repudiation","url":"\/59.1-507.10\/","token":"59.1\/43\/7\/59.1-507.10","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-507.1\/","history_text":"

This law was first created in 2000. The record of its establishment is cataloged in chapters 101<\/a> and 996<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":false,"permalink":{"id":1489267,"object_type":"law","relational_id":373305,"identifier":"59.1-507.1","token":"59.1\/43\/7\/59.1-507.1","url":"\/59.1-507.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/59.1-507.1\/","token":"59.1\/43\/7\/59.1-507.1","dublin_core":{"Title":"Breach of contract; material breach","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-507.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Whether a party is in breach of contract<\/span> is determined by the agreement or, in the absence of agreement, this chapter. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract<\/span>, or exceeds a contractual use term, or otherwise is not in compliance with an obligation placed on it by this chapter or the agreement. A breach, whether or not material<\/span>, entitles the aggrieved party<\/span> to its remedies. Whether a breach of a contractual use term is an infringement or a misappropriation is determined by applicable informational property rights law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A breach of contract<\/span> is material<\/span> if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the contract<\/span> so provides; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the breach is a substantial failure to perform a term that is an essential element of the agreement; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the circumstances, including the language of the agreement, the reasonable expectations of the parties, the standards and practices of the business, trade, or industry, and the character of the breach, indicate that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> the breach caused or is likely to cause substantial harm to the aggrieved party<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> the breach substantially deprived or is likely substantially to deprive the aggrieved party<\/span> of a significant benefit it reasonably expected under the contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> The cumulative effect of nonmaterial breaches may be material<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBREACH OF CONTRACT; MATERIAL BREACH (\u00a7 59.1-507.1)\n\na. Whether a party is in breach of contract is determined by the agreement or,\nin the absence of agreement, this chapter. A breach occurs if a party without\nlegal excuse fails to perform an obligation in a timely manner, repudiates a\ncontract, or exceeds a contractual use term, or otherwise is not in compliance\nwith an obligation placed on it by this chapter or the agreement. A breach,\nwhether or not material, entitles the aggrieved party to its remedies. Whether a\nbreach of a contractual use term is an infringement or a misappropriation is\ndetermined by applicable informational property rights law.\n\nb. A breach of contract is material if:\n\n 1. the contract so provides;\n\n 2. the breach is a substantial failure to perform a term that is an essential\n element of the agreement; or\n\n 3. the circumstances, including the language of the agreement, the reasonable\n expectations of the parties, the standards and practices of the business,\n trade, or industry, and the character of the breach, indicate that:\n\nA. the breach caused or is likely to cause substantial harm to the aggrieved\nparty; or\n\nB. the breach substantially deprived or is likely substantially to deprive the\naggrieved party of a significant benefit it reasonably expected under the\ncontract.\n\nc. The cumulative effect of nonmaterial breaches may be material.\n\nHISTORY: 2000, cc. 101, 996.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}