Florida Statute 671.205 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXIX
COMMERCIAL RELATIONS

Chapter 671
UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS

View Entire Chapter

F.S. 671.205

671.205 Course of performance; course of dealing; usage of trade.—

(1) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:

(a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and

(b) The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.

(2) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

(3) A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a written trade code or similar record, the interpretation of the record is a question of law.

(4) A course of performance or a course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.

(5) Except as otherwise provided in subsection (6), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:

(a) Express terms prevail over course of performance, course of dealing, and usage of trade;

(b) Course of performance prevails over course of dealing and usage of trade; and

(6) A course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

(7) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.

History.—s. 1, ch. 65-254; s. 553, ch. 97-102; s. 12, ch. 2007-134.

Note.—s. 1-205, U.C.C.; supersedes s. 674.01.

F.S. 671.205 on Google Scholar

F.S. 671.205 on CourtListener

Amendments to 671.205

Annotations, Discussions, Cases:

Cases Citing Statute 671.205

Total Results: 9

Flagship Nat. Bank v. Gray Distribution Syst.

485 So. 2d 1336

District Court of Appeal of Florida | Filed: Mar 25, 1986 | Docket: 1275873

Cited 28 times | Published

wherever reasonable, as consistent with each other. § 671.205(4), Fla. Stat. (1977). If no reasonable consistent

Tingley Systems, Inc. v. Healthlink, Inc.

509 F. Supp. 2d 1209, 2007 U.S. Dist. LEXIS 34023, 2007 WL 1365336

District Court, M.D. Florida | Filed: May 8, 2007 | Docket: 28458

Cited 11 times | Published

"sessions" in the software industry. See Fla. Stat. § 671.205(6) (requiring a party offering evidence of usage

Rhodes v. BLP Associates, Inc.

944 So. 2d 527, 2006 WL 3735157

District Court of Appeal of Florida | Filed: Dec 20, 2006 | Docket: 2488889

Cited 6 times | Published

interpretation found in the Uniform Commercial Code, Section 671.205(4) which provides: The express terms of an

CAULKINS INDIATOWN CITRUS CO. v. Nevins Fruit Co., Inc.

831 So. 2d 727, 2002 WL 31506952

District Court of Appeal of Florida | Filed: Nov 13, 2002 | Docket: 505898

Cited 6 times | Published

performance or enforcement of every contract. Section 671.205 provides that the usage of trade in which the

SCADIF, S.A. v. First Union National Bank

208 F. Supp. 2d 1352, 48 U.C.C. Rep. Serv. 2d (West) 232, 2002 U.S. Dist. LEXIS 12962, 2002 WL 1473458

District Court, S.D. Florida | Filed: Jul 5, 2002 | Docket: 2449794

Cited 5 times | Published

collection was to occur in Florida. Fla. Stat. § 671.205(5) ("an applicable usage of trade in the place

Neuman v. Ferris

432 So. 2d 641

District Court of Appeal of Florida | Filed: Jun 1, 1983 | Docket: 1677392

Cited 4 times | Published

interpreting their expressions and other conduct. § 671.205(1), Fla. Stat. (1981). After instructing appellants

In re Phillip Watts Enterprises, Inc.

186 B.R. 735, 9 Fla. L. Weekly Fed. B 133, 1995 Bankr. LEXIS 1371, 1995 WL 562085

United States Bankruptcy Court, N.D. Florida | Filed: Aug 23, 1995 | Docket: 65781166

Cited 1 times | Published

where the contract is ambiguous); Fla.Stat. Ann.- § 671.205 (West 1993) (allowing the consideration of course

Sweet Additions Ingredient Processors, LLC v. Meelunie America, Inc.

Court of Appeals for the Eleventh Circuit | Filed: Jun 2, 2025 | Docket: 69738825

Published

Argued: Apr 4, 2025

par- ticular transaction.” FLA. STAT. § 671.205(1). USCA11 Case: 24-10335 Document: 50-1

Security Management Corp. v. Kessler

599 So. 2d 1033, 1992 Fla. App. LEXIS 5251, 1992 WL 98222

District Court of Appeal of Florida | Filed: May 12, 1992 | Docket: 64667813

Published

agreement based on the parties’ prior dealings. See § 671.205, Fla. Stat. (1991) (defining “course of dealing”