The 2023 Florida Statutes (including Special Session C)

Title XXXIX
COMMERCIAL RELATIONS

Chapter 671
UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS

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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 Casetext

Amendments to 671.205

Arrestable Offenses / Crimes under Fla. Stat. 671.205

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 671.205.

Annotations, Discussions, Cases:

Cases from cite.case.law:

TINGLEY SYSTEMS, INC. v. HEALTHLINK, INC., 509 F. Supp. 2d 1209 (M.D. Fla. 2007)

. . . . §§ 672.202, 671.205; Allapattah Servs., Inc. v. . . . Stat. § 671.205(6) (requiring a party offering evidence of usage of trade to give notice to the other . . .

RHODES, v. BLP ASSOCIATES, INC. a, 944 So. 2d 527 (Fla. Dist. Ct. App. 2006)

. . . court cited and relied upon a rule of interpretation found in the Uniform Commercial Code, Section 671.205 . . .

TRANS- TEC ASIA, v. M V HARMONY CONTAINER MW, 435 F. Supp. 2d 1015 (C.D. Cal. 2005)

. . . . § 671.205. . . .

CAULKINS INDIANTOWN CITRUS CO. a v. NEVINS FRUIT CO. INC. H S T T Jr. a a a a, 831 So. 2d 727 (Fla. Dist. Ct. App. 2002)

. . . Section 671.205 provides that the usage of trade in which the parties are engaged gives particular meaning . . .

SCADIF, S. A. a v. FIRST UNION NATIONAL BANK, a, 208 F. Supp. 2d 1352 (S.D. Fla. 2002)

. . . . § 671.205(5) (“an applicable usage of trade in the place where any part of performance is to occur . . .

TRIONIC ASSOCIATES, INC. v. HARRIS CORPORATION,, 27 F. Supp. 2d 175 (E.D.N.Y. 1998)

. . . . § 671.205(4). . . . U.C.C. §§ 1-205, 2-208(2), Fla.Stat.Ann. §§ 671.205, 672.208. See Corenswet, Inc. v. . . .

In PHILLIP WATTS ENTERPRISES, 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 . . . Fla.Stat.Ann. § 671.205(1). . . . Fla.Stat.Ann. § 671.205(2). . . .

FRANK GRIFFIN VOLKSWAGEN, INC. a v. T. SMITH,, 610 So. 2d 597 (Fla. Dist. Ct. App. 1992)

. . . written agreement may be explained or supplemented: (1) By course of dealing or usage of trade (s. 671.205 . . .

SECURITY MANAGEMENT CORP. a P. No. v. KESSLER, E. P. A. a, 599 So. 2d 1033 (Fla. Dist. Ct. App. 1992)

. . . See § 671.205, Fla. . . .

FLAGSHIP NATIONAL BANK, v. GRAY DISTRIBUTION SYSTEMS, INC. G. D. S. G. D. S., 485 So. 2d 1336 (Fla. Dist. Ct. App. 1986)

. . . . § 671.205(4), Fla.Stat. (1977). . . .

NEUMAN, v. W. FERRIS, Jr. O., 432 So. 2d 641 (Fla. Dist. Ct. App. 1983)

. . . . § 671.205(1), Fla.Stat. (1981). . . .

CITY OF BOCA RATON, f u b o v. GOLD COAST CONSTRUCTION, INC., 410 So. 2d 174 (Fla. Dist. Ct. App. 1982)

. . . oral agreement but may be explained or supplemented: (1) By course of dealing or usage of trade (s. 671.205 . . .