{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-1-303","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-1-303","heading":"Course of Performance, Course of Dealing, and Usage of","body":"Trade.\n\nCourse of Performance, Course of Dealing, and Usage of Trade.\n\n(a) A “course of performance” is a sequence of conduct between\n\nthe parties to a particular transaction that exists if:\n\n(1) the agreement of the parties with respect to the\n\ntransaction involves repeated occasions for performance by a party;\n\nand\n\n(2) the other party, with knowledge of the nature of the\n\nperformance and opportunity for objection to it, accepts the\n\nperformance or acquiesces in it without objection.\n\n(b) A “course of dealing” is a sequence of conduct concerning\n\nprevious transactions between the parties to a particular\n\ntransaction that is fairly to be regarded as establishing a common\n\nbasis of understanding for interpreting their expressions and other\n\nconduct.\n\n(c) A “usage of trade” is any practice or method of dealing\n\nhaving such regularity of observance in a place, vocation, or trade\n\nas to justify an expectation that it will be observed with respect\n\nto the transaction in question. The existence and scope of such a\n\nusage must be proved as facts. If it is established that such a\n\nusage is embodied in a trade code or similar record, the\n\ninterpretation of the record is a question of law.\n\n(d) A course of performance or course of dealing between the\n\nparties or usage of trade in the vocation or trade in which they are\n\nengaged or of which they are or should be aware is relevant in\n\nascertaining the meaning of the agreement of the parties, may give\n\nparticular meaning to specific terms of the agreement, and may\n\nsupplement or qualify the terms of the agreement. A usage of trade\n\napplicable in the place in which part of the performance under the\n\nagreement is to occur may be so utilized as to that part of the\n\nperformance.\n\n(e) Except as otherwise provided in subsection (f) of this\n\nsection, the express terms of an agreement and any applicable course\n\nof performance, course of dealing, or usage of trade must be\n\nconstrued whenever reasonable as consistent with each other. If\n\nsuch a construction is unreasonable:\n\n(1) express terms prevail over course of performance, course of\n\ndealing, and usage of trade;\n\n(2) course of performance prevails over course of dealing and\n\nusage of trade; and\n\n(3) course of dealing prevails over usage of trade.\n\n(f) Subject to Section 2-209 and Section 2A-208 of this title,\n\na course of performance is relevant to show a waiver or modification\n\nof any term inconsistent with the course of performance.\n\n(g) Evidence of a relevant usage of trade offered by one party\n\nis not admissible unless that party has given the other party notice\n\nthat the court finds sufficient to prevent unfair surprise to the\n\nother party.","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"008dcfeace37f1f5833f3860ccd6aeca95de407de9256dfe69b1f642a4747a37","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-1-302","next":"us-ok/okla.-stat.-tit.-12a-12a-1-304"},"notice":"GroundRules: Original legal text. Not legal advice."}