§ 34.1-1-303 — Course of performance; course of dealing; usage of trade

Wyoming § 34.1-1-303

• Jurisdiction: Wyoming
• Title 34.1: Uniform Commercial Code

Text

(a) A "course of performance" is a sequence of conduct
between the parties to a particular transaction that exists if:
(i) The agreement of the parties with respect to the
transaction involves repeated occasions for performance by a
party; and
(ii) 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 shall 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:
(i) Express terms prevail over course of performance,
course of dealing, and usage of trade;
(ii) Course of performance prevails over course of
dealing and usage of trade; and
(iii) Course of dealing prevails over usage of trade.
(f) Subject to W.S. 34.1-2-209, 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
(1) 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.