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’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.