Colorado § 4-1-303 Course of performance, course of dealing, and usage of trade

Colorado Statutes

§ 4-1-303 — Course of performance, course of dealing, and usage of trade

Colorado § 4-1-303

Title 04Uniform

Art.General Provisions

This text of Colorado § 4-1-303 (Course of performance, course of dealing, and usage of trade) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 4-1-303 (2026).

Text

(a)A course of performance is a sequence of conduct between the parties to a particular transaction that exists if:

(1)The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and

(2)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.

(b)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.

(c)A usage of trade is any practice or method of dealing having such regularity of observance in a place, vocati

Free access — add to your briefcase to read the full text and ask questions with AI

(a)
A course of performance is a sequence of conduct between the parties to a
particular transaction that exists if:

(1) The agreement of the parties with respect to the transaction involves
repeated occasions for performance by a party; and

(2) 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.

(b) 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.

(c) 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 are to 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) 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.

(e) Except as otherwise provided in subsection (f) of this section, the express
terms of an agreement and any applicable course of performance, course of
dealing, or usage of trade shall be construed whenever reasonable as consistent
with each other. If such a construction is unreasonable:

(1) Express terms prevail over course of performance, course of dealing, and
usage of trade;

(2) Course of performance prevails over course of dealing and usage of
trade; and

(3) Course of dealing prevails over usage of trade.

(f) Subject to section 4-2-209, a course of performance is relevant to show a
waiver or modification of any term inconsistent with the course of performance.

(g) 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.