Iowa Code

Iowa Code § 554.1303 (2026)

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

✓ current as of July 2026

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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 that 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 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.

4. 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.

5. Except as otherwise provided in subsection 6, the express terms of an agreement and any applicable course of dealing, or usage of trade must be construed wherever 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

c. course of dealing prevails over usage of trade.

6. Subject to section 554.2209, 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. [C24, 27, 31, 35, 39, §9938, 9944, 9947, 10000; C46, 50, 54, 58, 62, §554.10, 554.16, 554.19, 554.72; C66, 71, 73, 75, 77, 79, 81, §554.1205] 2007 Acts, ch 41, §17, 53 CS2007, §554.1303 Referred to in §554.1201, 554.2202\n\nTue Dec 09 22:02:40 2025 Iowa Code 2026, Chapter 554 (108, 4) §554.1304, UNIFORM COMMERCIAL CODE 22 \n

Notes of Decisions

Cited in 11 cases (1 in the last 5 years), 2013–2026 · leading case: Jason Cannon v. Bodensteiner Implement Co., 903 N.W.2d 322 (Iowa 2017).

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Jason Cannon v. Bodensteiner Implement Co., 903 N.W.2d 322 (Iowa 2017). · cites it 2× “by course of performance, course of dealing, or usage of trade (section 554.1303); and 2. by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of thé terms of the agreement.”

Rexing Quality Eggs v. Rembrandt Enter., Inc., 360 F. Supp. 3d 817 (S.D. Ind. 2018). “" Iowa Code § 554.1303 . "Wherever reasonable[,] express terms and the course of dealing are to be construed consistent with each other.”

Dumont Tel. Co. v. Power & Tel. Supply Co., 962 F. Supp. 2d 1064 (N.D. Iowa 2013). ““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.”

First Am. Bank v. Midwest Creamery, Inc., D/B/A Cold Stone Creamery, F/K/A Cs Creamery, Inc. Scott Otis Janet Otis & Jrf, Inc. (Iowa Ct. App. 2016). · cites it 3× “Compare Iowa Code § 554.1303 (1), with id. § 554.”

David Bertram v. James Harberts D/B/A Exclusive Contracting L.L.C. (Iowa Ct. App. 2017). · cites it 2× “See Iowa Code § 554.1303 (3) (defining a “usage of trade” as “any practice of method of dealing having such regularity of 10 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 Sec. Nat'l Bank of Sioux City, Iowa, as the duly appointed Pers. Rep. of the Est. of Roger E. Rand v. Frank H. Welte II, Diane Welte, Matthew Welte, Welte Flats Farms, Inc., BJM, Inc., W. Slopes Farms, Valley Flats Farms, Inc. & Donald Molstad (Iowa Ct. App. 2018). · cites it 2× “” Iowa Code § 554.1303 (2). However, when the parties’ actions fall outside the “sequence of previous conduct” there is no “understanding” between the parties authorizing the transaction.”

J&R Transp., Inc. v. Navistar, Inc. & Thompson Truck & Trailer, Inc., f/k/a Hawkeye Truck & Trailer (Iowa Ct. App. 2020). · cites it 2× “See Iowa Code § 554.1303 (6) (“Subject to section 554.”

Scheer Agri-Enter., Inc. v. Ledger Swine Farms, Inc. (Iowa Ct. App. 2020). · cites it 2× “parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but…”

Farmers Feed & Grain Co., Inc. v. Wayne Mlady (Iowa Ct. App. 2026). · cites it 2× “See Iowa Code § 554.1303 . Because FFG would regularly waive its imposed ﬁnance charges when he settled his account, Mlady argues he reasonably expected the same conduct in 2020.”

BVS, Inc. v. CDW Direct, LLC, 936 F. Supp. 2d 1013 (2013). “” Iowa Code § 554.1303 (2). Iowa Code section 554.”

Advance Conveying Tech. v. Lemartec Corp., 931 F.3d 715 (8th Cir. 2019). “Iowa Code § 554.1303 (3). We review factual findings for clear error.”

— Iowa Code § 554.1303(2) — 1 case

First Am. Bank v. Midwest Creamery, Inc., D/B/A Cold Stone Creamery, F/K/A Cs Creamery, Inc. Scott Otis Janet Otis & Jrf, Inc. (Iowa Ct. App. 2016). “Compare Iowa Code § 554.1303 (1), with id. § 554.”

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