{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.1A-303.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.1A-303.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.1A-303.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.1A-303.html"}],"law_id":86324,"edition_id":1,"section_id":86324,"structure_id":15462,"section_number":"8.1A-303","catch_line":"Course of performance, course of dealing, and usage of trade","history":"1964, c. 219, \u00a7\u00a7 8.1-205, 8.2-208; 1991, c. 536, \u00a7 8.2A-207; 2003, c. 353.","full_text":"a\n\nA “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:1\n\nthe agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and2\n\nthe 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\n\nA “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\n\nA “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\n\nA 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\n\nExcept as otherwise provided in subsection (f), 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:1\n\nexpress terms prevail over course of performance, course of dealing, and usage of trade;2\n\ncourse of performance prevails over course of dealing and usage of trade; and3\n\ncourse of dealing prevails over usage of trade.f\n\nSubject to § 8.2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.g\n\nEvidence 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.","order_by":null,"text":{"0":{"id":309147,"text":"A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":309148,"text":"the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":309149,"text":"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.","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"b"},"3":{"id":309150,"text":"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.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a2","next_prefix":"c"},"4":{"id":309151,"text":"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.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"5":{"id":309152,"text":"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.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"6":{"id":309153,"text":"Except as otherwise provided in subsection (f), 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:","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"e1"},"7":{"id":309154,"text":"express terms prevail over course of performance, course of dealing, and usage of trade;","type":"section","prefixes":["e","1"],"prefix":"1","entire_prefix":"e1","prefix_anchor":"e1","level":2,"prior_prefix":"e","next_prefix":"e2"},"8":{"id":309155,"text":"course of performance prevails over course of dealing and usage of trade; and","type":"section","prefixes":["e","2"],"prefix":"2","entire_prefix":"e2","prefix_anchor":"e2","level":2,"prior_prefix":"e1","next_prefix":"e3"},"9":{"id":309156,"text":"course of dealing prevails over usage of trade.","type":"section","prefixes":["e","3"],"prefix":"3","entire_prefix":"e3","prefix_anchor":"e3","level":2,"prior_prefix":"e2","next_prefix":"f"},"10":{"id":309157,"text":"Subject to § 8.2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e3","next_prefix":"g"},"11":{"id":309158,"text":"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.","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f"}},"ancestry":[{"id":15462,"edition_id":1,"name":"Territorial Applicability and General Rules","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":13286,"metadata":{},"date_created":"2026-06-26 03:55:12","date_modified":"2026-06-26 03:55:12","permalink":{"id":281889,"object_type":"structure","relational_id":15462,"identifier":"3","token":"8.1A\/3","url":"\/8.1A\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13286,"edition_id":1,"name":"Uniform Commercial Code \u2014 General Provisions","identifier":"8.1A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:34","date_modified":"2026-06-26 03:44:34","permalink":{"id":281827,"object_type":"structure","relational_id":13286,"identifier":"8.1A","token":"8.1A","url":"\/8.1A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":58892,"structure_id":15462,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties' power to choose applicable law","url":"\/8.1A-301\/","token":"8.1A\/3\/8.1A-301","metadata":false},{"id":84280,"structure_id":15462,"section_number":"8.1A-302","catch_line":"Variation by agreement","url":"\/8.1A-302\/","token":"8.1A\/3\/8.1A-302","metadata":false},{"id":86324,"structure_id":15462,"section_number":"8.1A-303","catch_line":"Course of performance, course of dealing, and usage of trade","url":"\/8.1A-303\/","token":"8.1A\/3\/8.1A-303","metadata":false},{"id":82727,"structure_id":15462,"section_number":"8.1A-304","catch_line":"Obligation of good faith","url":"\/8.1A-304\/","token":"8.1A\/3\/8.1A-304","metadata":false},{"id":63472,"structure_id":15462,"section_number":"8.1A-305","catch_line":"Remedies to be liberally administered","url":"\/8.1A-305\/","token":"8.1A\/3\/8.1A-305","metadata":false},{"id":82716,"structure_id":15462,"section_number":"8.1A-306","catch_line":"Waiver or renunciation of claim or right after breach","url":"\/8.1A-306\/","token":"8.1A\/3\/8.1A-306","metadata":false},{"id":69431,"structure_id":15462,"section_number":"8.1A-307","catch_line":"Prima facie evidence by third-party documents","url":"\/8.1A-307\/","token":"8.1A\/3\/8.1A-307","metadata":false},{"id":59230,"structure_id":15462,"section_number":"8.1A-308","catch_line":"Performance or acceptance under reservation of rights","url":"\/8.1A-308\/","token":"8.1A\/3\/8.1A-308","metadata":false},{"id":74844,"structure_id":15462,"section_number":"8.1A-309","catch_line":"Option to accelerate at will","url":"\/8.1A-309\/","token":"8.1A\/3\/8.1A-309","metadata":false},{"id":66103,"structure_id":15462,"section_number":"8.1A-310","catch_line":"Subordinated obligations","url":"\/8.1A-310\/","token":"8.1A\/3\/8.1A-310","metadata":false}],"previous_section":{"id":84280,"structure_id":15462,"section_number":"8.1A-302","catch_line":"Variation by agreement","url":"\/8.1A-302\/","token":"8.1A\/3\/8.1A-302","metadata":false},"next_section":{"id":82727,"structure_id":15462,"section_number":"8.1A-304","catch_line":"Obligation of good faith","url":"\/8.1A-304\/","token":"8.1A\/3\/8.1A-304","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.1A-303\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1991, chapter 536; in 2003, chapter 353<\/a>.<\/p>","references":[{"id":71127,"section_number":"59.1-352.2","catch_line":"Usage of trade","order_by":null,"url":"\/59.1-352.2\/"},{"id":57216,"section_number":"59.1-353","catch_line":"Chapter title; definitions","order_by":null,"url":"\/59.1-353\/"},{"id":67343,"section_number":"8.2-202","catch_line":"Final expression; parol or extrinsic evidence","order_by":null,"url":"\/8.2-202\/"}],"refers_to":[{"id":78234,"section_number":"8.2-209","catch_line":"Modification, rescission, and waiver","order_by":null,"url":"\/8.2-209\/"}],"permalink":{"id":281899,"object_type":"law","relational_id":86324,"identifier":"8.1A-303","token":"8.1A\/3\/8.1A-303","url":"\/8.1A-303\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.1A-303\/","token":"8.1A\/3\/8.1A-303","dublin_core":{"Title":"Course of performance, course of dealing, and usage of trade","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.1A-303","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the other party<\/span>, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> 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<\/span>. 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<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Except as otherwise provided in subsection (f), 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: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> express terms prevail over course of performance, course of dealing, and usage of trade; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> course of performance prevails over course of dealing and usage of trade; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> course of dealing prevails over usage of trade. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> Subject to § 8.2-209<\/a>, a course of performance is relevant to show a waiver<\/span> or modification of any term inconsistent with the course of performance. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> Evidence<\/span> of a relevant usage of trade offered by one party<\/span> is not admissible<\/span> unless that party<\/span> has given the other party<\/span> notice that the court<\/span> finds sufficient to prevent unfair surprise to the other party<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE (\u00a7 8.1A-303)\n\na. A “course of performance” is a sequence of conduct between the\nparties to a particular transaction that exists if:\n\n 1. the agreement of the parties with respect to the transaction involves\n repeated occasions for performance by a party; and\n\n 2. the other party, with knowledge of the nature of the performance and\n opportunity for objection to it, accepts the performance or acquiesces in it\n without objection.\n\nb. A “course of dealing” is a sequence of conduct concerning\nprevious transactions between the parties to a particular transaction that is\nfairly to be regarded as establishing a common basis of understanding for\ninterpreting their expressions and other conduct.\n\nc. A “usage of trade” is any practice or method of dealing having\nsuch regularity of observance in a place, vocation, or trade as to justify an\nexpectation that it will be observed with respect to the transaction in\nquestion. The existence and scope of such a usage must be proved as facts. If it\nis established that such a usage is embodied in a trade code or similar record,\nthe interpretation of the record is a question of law.\n\nd. A course of performance or course of dealing between the parties or usage of\ntrade in the vocation or trade in which they are engaged or of which they are or\nshould be aware is relevant in ascertaining the meaning of the parties’\nagreement, may give particular meaning to specific terms of the agreement, and\nmay supplement or qualify the terms of the agreement. A usage of trade\napplicable in the place in which part of the performance under the agreement is\nto occur may be so utilized as to that part of the performance.\n\ne. Except as otherwise provided in subsection (f), the express terms of an\nagreement and any applicable course of performance, course of dealing, or usage\nof trade must be construed whenever reasonable as consistent with each other. If\nsuch a construction is unreasonable:\n\n 1. express terms prevail over course of performance, course of dealing, and\n usage of trade;\n\n 2. course of performance prevails over course of dealing and usage of trade;\n and\n\n 3. course of dealing prevails over usage of trade.\n\nf. Subject to § 8.2-209, a course of performance is relevant to show a\nwaiver or modification of any term inconsistent with the course of performance.\n\ng. Evidence of a relevant usage of trade offered by one party is not admissible\nunless that party has given the other party notice that the court finds\nsufficient to prevent unfair surprise to the other party.\n\nHISTORY: 1964, c. 219, \u00a7\u00a7 8.1-205, 8.2-208; 1991, c. 536, \u00a7 8.2A-207; 2003,\nc. 353.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}