Florida Statutes

Fla. Stat. § 671.205 (2025)

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

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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.

Notes of Decisions

Cited in 9 cases, 1983–2007 · leading case: Flagship Nat. Bank v. Gray Distrib. Syst., 485 So. 2d 1336 (Fla. 3d DCA 1986).

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Flagship Nat. Bank v. Gray Distrib. Syst., 485 So. 2d 1336 (Fla. 3d DCA 1986). · cites it 3× “§ 671.205(4), Fla. Stat. (1977). If no reasonable consistent construction can be drawn, the express terms of the agreement control.”

Tingley Sys., Inc. v. Healthlink, Inc., 509 F. Supp. 2d 1209 (M.D. Fla. 2007). · cites it 2× “See Fla. Stat. § 671.205 (6) (requiring a party offering evidence of usage of trade to give notice to the other party).”

In re Phillip Watts Enter., Inc., 186 B.R. 735 (Bankr. N.D. Fla. 1995). · cites it 5× “- § 671.205 (West 1993) (allowing the consideration of course of dealing and usage of trade in the interpretation of ambiguous contracts).”

SCADIF, S.A. v. First Union Nat'l Bank, 208 F. Supp. 2d 1352 (S.D. Fla. 2002). · cites it 2× “Fla. Stat. § 671.205 (5) (“an applicable usage of trade in the place where any part of performance is to occur shall be used in interpreting the agreement as to that part of performance”).”

Trans-tec Asia v. M/v Harmony Container, 435 F. Supp. 2d 1015 (C.D. Cal. 2005). “Code § 1205 (1); Fla. Stat. Ann. § 671.205 . Courts applying the UCC’s definition of "course of dealing” have emphasized the requirement that there be a "sequence” of previous transactions.”

Caulkins Indiatown Citrus Co. v. Nevins Fruit Co., Inc., 831 So. 2d 727 (Fla. 4th DCA 2002). “Plaintiffs contend that as recognized by the Uniform Commercial Code (UCC), evidence of usage of trade and good faith are relevant in construing the contract. Section 671.”

Neuman v. Ferris, 432 So. 2d 641 (Fla. 4th DCA 1983). · cites it 2× “§ 671.205(1), Fla. Stat. (1981). After instructing appellants to pay by "check" appellees accepted forty-six payments by personal check without objection.”

Rhodes v. BLP Assocs., Inc., 944 So. 2d 527 (Fla. 4th DCA 2006). “The court cited and relied upon a rule of interpretation found in the Uniform Commercial Code, Section 671.205(4) which provides: The express terms of an agreement and an applicable course of dealing or usage of trade shall be construed wherever reasonable as consistent with…”

Sec. Mgmt. Corp. v. Kessler, 599 So. 2d 1033 (Fla. 3d DCA 1992). · cites it 2× “See § 671.205, Fla. Stat. (1991) (defining “course of dealing” as previous conduct between parties which establishes common basis of understanding).”

— 671.205(1) — 2 cases

Neuman v. Ferris, 432 So. 2d 641 (Fla. 4th DCA 1983). “§ 671.205(1), Fla. Stat. (1981). After instructing appellants to pay by "check" appellees accepted forty-six payments by personal check without objection.”

In re Phillip Watts Enter., Inc., 186 B.R. 735 (Bankr. N.D. Fla. 1995). “- § 671.205 (West 1993) (allowing the consideration of course of dealing and usage of trade in the interpretation of ambiguous contracts).”

— 671.205(2) — 1 case

— 671.205(4) — 2 cases

Flagship Nat. Bank v. Gray Distrib. Syst., 485 So. 2d 1336 (Fla. 3d DCA 1986). “§ 671.205(4), Fla. Stat. (1977). If no reasonable consistent construction can be drawn, the express terms of the agreement control.”

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