{"data":{"id":"us-ky/krs-355.1-303","jurisdiction":"us-ky","citation":"KRS 355.1-303","heading":"Course of performance -- Course of dealing -- Usage of trade.","body":"(1) A \"course of performance\" is a sequence of conduct between the parties to a\nparticular transaction that exists if:\n(a) The agreement of the parties with respect to the transaction involves repeated\noccasions for performance by a party; and\n(b) The other pa rty, with knowledge of the nature of the performance and\nopportunity for objection to it, accepts the performance or acquiesces in it\nwithout objection.\n(2) A \"course of dealing\" is a sequence of conduct concerning previous transactions\nbetween the parties  to a particular transaction that is fairly to be regarded as\nestablishing a common basis of understanding for interpreting their expressions and\nother conduct.\n(3) A \"usage of trade\" is any practice or method of dealing having such regularity of\nobservance in a place, vocation, or trade as to justify an expectation that it will be\nobserved with respect to the transaction in question. The existence and scope of\nsuch a usage must be proved as facts. If it is established that such a usage is\nembodied in a tra de code or similar record, the interpretation of the record is a\nquestion of law.\n(4) A course of performance or course of dealing between the parties or usage of trade\nin the vocation or trade in which they are engaged or of which they are or should be\naware is relevant in ascertaining the meaning of the parties' agreement, may give\nparticular meaning to specific terms of the agreement, and may supplement or\nqualify the terms of the agreement. A usage of trade applicable in the place in which\npart of the performance under the agreement is to occur may be so utilized as to that\npart of the performance.\n(5) Except as otherwise provided in subsection (6) of this section, the express terms of\nan agreement 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(a) Express terms prevail over course of performance, course of dealing, and\nusage of trade;\n(b) Course of performance prevails over course of dealing and usage of trade; and\n(c) Course of dealing prevails over usage of trade.\n(6) Subject to KRS 355.2 -209, a course of performance is relevant to show a waiver or\nmodification of any term inconsistent with the course of performance.\n(7) Evidence of a relevant usage of trade offered by one (1) party is not admissible\nunless that party has given the other party notice that the court finds sufficient to\nprevent unfair surprise to the other party.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=33236","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:41Z","sha256":"c1fdbdd146ada6e27f64ab3737a0c2d7e72c15b7c504c1f74695030127a71623","source_id":"us-ky","stale":false,"prev":"us-ky/krs-355.1-302","next":"us-ky/krs-355.1-304"},"notice":"GroundRules: Original legal text. Not legal advice."}