O.C.G.A.

O.C.G.A. § 11-1-303 (2019)

Course of performance, course of dealing, and usage of trade

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:

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

(2) 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.

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

(c) 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 must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.

(d) A course of performance or 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.

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

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

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

(3) Course of dealing prevails over usage of trade.

(f) Subject to Code Section 11-2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

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

History

Code 1981, § 11-1-303, enacted by Ga. L. 2015, p. 996, § 3A-1/SB 65.

Notes of Decisions
Cited in 3 cases (3 in the last 5 years), 2024–2026 · leading case: Dixie Amusement, LLC v. Primero Games, LLC (Ga. Ct. App. 2024).
Dixie Amusement, LLC v. Primero Games, LLC (Ga. Ct. App. 2024). · cites it 2× “, 978 F2d at 1191 (A) (in addition to prior course of dealing, a trial court should also consider “absence of industry custom” and “whether the addition was clearly marked on the written confirmation”); Schulze and Burch, 831 F2d at 714 (II) (“[t]he UCC gives even greater weight…”
Sapna Foods, Inc. v. The Olive Oil Factory, LLC (N.D. Ga. 2026). · cites it 2× “” O.C.G.A. § 11-1-303(c). While there is evidence that the U.”
Florida Power & Light Co. v. Georgia Power Co. (N.D. Ga. 2024). “§ 11-1-303 (explaining that a course of dealing may be used to interpret an express contract).”
— 11-1-303(c) — 1 case
Sapna Foods, Inc. v. The Olive Oil Factory, LLC (N.D. Ga. 2026). “” O.C.G.A. § 11-1-303(c). While there is evidence that the U.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.