N.D. Cent. Code » Title 41 · Chapter 41-01
North Dakota Century Code

N.D. Cent. Code § 41-01-15 (2026)

(1-301) Territorial applicability - Parties' power to choose applicable law

✓ text as last checked Sept. 2026 (this copy records no edition or section history)
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1. Except as provided hereafter in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. Failing such agreement, this title applies to transactions bearing an appropriate relation to this state.

2. If one of the following provisions of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law, including the conflict of laws rules, so specified:

a. Rights of creditors against sold goods. Section 41-02-47.

b. Applicability of the chapter on leases. Sections 41-02.1-05 and 41-02.1-06.

c. Applicability of the chapter on bank deposits and collections. Section 41-04-02.

d. Governing law in the chapter on funds transfers. Section 41-04.1-38.

e. Letters of credit. Section 41-05-16.

f. Applicability of the chapter on investment securities. Section 41-08-10.

g. Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. Sections 41-09-21 through 41-09-27.

h. Governing law in the chapter on controllable electronic records. Section 41-12-07.

Notes of Decisions
Cited in 18 cases, 1975–1994 · leading case: Peoples Bank & Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977).
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Peoples Bank & Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977). · cites it 18× “" § 41-01-15, N.D.C.C. (U.C.C. § 1-205). Under this section, 41-01-15, N.”
State v. Kraft, 413 N.W.2d 303 (N.D. 1987). · cites it 5× “Section 41-01-15, N.D.C.C., provides in part: “Course of dealing and usage of trade.”
Prod. Credit Ass'n of Fargo v. Ista, 451 N.W.2d 118 (N.D. 1990). · cites it 4× “” Section 41-01-15(3), N.D.C.C.; see Peoples Bank and Trust v.”
Urbana Farmers Union Elevator Co. v. Schock, 351 N.W.2d 88 (N.D. 1984). · cites it 6× “The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of…”
Cargill, Inc. v. Kavanaugh, 228 N.W.2d 133 (N.D. 1975). · cites it 4× “The appellant urges that the trial judge failed to take proper cognizance of the relevancy of a portion of Section 41-01-15, N.D.C.C., which provides as follows: “Course of dealing and usage of trade.”
Herman Oil, Inc. v. Peterman, 518 N.W.2d 184 (N.D. 1994). · cites it 6× “By course of dealing or usage of trade (section 41-01-15) or by course of performance (section 41-02-15); and “2.”
Dangerfield v. Markel, 252 N.W.2d 184 (N.D. 1977). · cites it 2× “The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of…”
Thiele v. Sec. State Bank of New Salem, 396 N.W.2d 295 (N.D. 1986). · cites it 2× “§ 1-205 [Section 41-01-15, N.D. C.C.] allows consideration of a course of dealing as a tool for interpreting a contract whose existence is acknowledged, but normally not as a basis for the formation of a contract.”
Nat'l Bank of Harvey v. Pauly, 280 N.W.2d 85 (N.D. 1979). · cites it 4× “Pauly has cited no authority that such directions or agreements must be in writing and during trial evidence was introduced establishing a course of dealing between the parties that the bank had previously complied with oral directions by Pauly to deposit certain proceeds in the…”
North Dakota Pub. Serv. Comm'n v. Cent. States Grain, Inc., 371 N.W.2d 767 (N.D. 1985). · cites it 2× “A course of dealing is a sequence of previous conduct 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.”
Kessel v. W. Sav. Credit Union, 463 N.W.2d 629 (N.D. 1990). · cites it 4× “” NDCC § 41-01-15(1). Course of dealing may be negated by express terms of a contract.”
Dawn Enter. v. Luna, 399 N.W.2d 303 (N.D. 1987). · cites it 2× “Section 41-01-15(4), N.D.C.C. [U.C.C. § 1-205(4)].”
Show all 18 citing cases →
N.D. Cent. Code § 41-01-15(1): 4 cases
Tobias v. North Dakota Dep't of Human Servs., 448 N.W.2d 175 (N.D. 1989).
Cargill, Inc. v. Kavanaugh, 228 N.W.2d 133 (N.D. 1975). “The appellant urges that the trial judge failed to take proper cognizance of the relevancy of a portion of Section 41-01-15, N.D.C.C., which provides as follows: “Course of dealing and usage of trade.”
Kessel v. W. Sav. Credit Union, 463 N.W.2d 629 (N.D. 1990). “” NDCC § 41-01-15(1). Course of dealing may be negated by express terms of a contract.”
First Nat'l Bank, Hettinger v. Robertson, 442 N.W.2d 430 (N.D. 1989).
N.D. Cent. Code § 41-01-15(2): 1 case
Urbana Farmers Union Elevator Co. v. Schock, 351 N.W.2d 88 (N.D. 1984). “The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of…”
N.D. Cent. Code § 41-01-15(3): 3 cases
Peoples Bank & Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977). “" § 41-01-15, N.D.C.C. (U.C.C. § 1-205). Under this section, 41-01-15, N.”
Prod. Credit Ass'n of Fargo v. Ista, 451 N.W.2d 118 (N.D. 1990). “” Section 41-01-15(3), N.D.C.C.; see Peoples Bank and Trust v.”
First Nat'l Bank, Hettinger v. Robertson, 442 N.W.2d 430 (N.D. 1989).
N.D. Cent. Code § 41-01-15(4): 5 cases
Peoples Bank & Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977). “" § 41-01-15, N.D.C.C. (U.C.C. § 1-205). Under this section, 41-01-15, N.”
Prod. Credit Ass'n of Fargo v. Ista, 451 N.W.2d 118 (N.D. 1990). “” Section 41-01-15(3), N.D.C.C.; see Peoples Bank and Trust v.”
Dawn Enter. v. Luna, 399 N.W.2d 303 (N.D. 1987). “Section 41-01-15(4), N.D.C.C. [U.C.C. § 1-205(4)].”
Benson Cnty. Coop. Credit Union v. Cent. Livestock Ass'n, 300 N.W.2d 236 (N.D. 1980).
Kessel v. W. Sav. Credit Union, 463 N.W.2d 629 (N.D. 1990). “” NDCC § 41-01-15(1). Course of dealing may be negated by express terms of a contract.”
N.D. Cent. Code § 41-01-15(5): 1 case
State v. Kraft, 413 N.W.2d 303 (N.D. 1987). “Section 41-01-15, N.D.C.C., provides in part: “Course of dealing and usage of trade.”
N.D. Cent. Code § 41-01-15(6): 1 case
Peoples Bank & Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977). “" § 41-01-15, N.D.C.C. (U.C.C. § 1-205). Under this section, 41-01-15, N.”
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