Course of dealing arises from previous transactions between the same parties. Under the UCC it ranks below course of performance but above usage of trade in resolving inconsistency.
Express terms control over all three.
Alternative Names:
Prior Dealings|Established Practice
Why it Matters?
Prior transaction history establishes meaning where a current agreement is silent or ambiguous, which makes documented dealings with a repeat counterparty relevant evidence rather than mere background. It also supports waiver arguments where a party consistently accepted deviation from a written requirement. Express terms control over course of dealing, so the argument operates in gaps rather than against clear language.
Frequently Confused with
Related terms
Frequently asked questions
Where does course of dealing rank?
What secondary use does it have?
