Florida Statute 671.205 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXIX
COMMERCIAL RELATIONS

Chapter 671
UNIFORM COMMERCIAL CODE: GENERAL PROVISIONS

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671.205 Course of performance; course of dealing; usage of trade.—

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

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

(b) 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.

(2) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

(3) 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 written trade code or similar record, the interpretation of the record is a question of law.

(4) A course of performance or a 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.

(5) Except as otherwise provided in subsection (6), 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:

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

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

(6) A course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

(7) 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.

History.—s. 1, ch. 65-254; s. 553, ch. 97-102; s. 12, ch. 2007-134.

Note.—s. 1-205, U.C.C.; supersedes s. 674.01.

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Amendments to 671.205

Annotations, Discussions, Cases:

Cases Citing Statute 671.205

Total Results: 9 | Sort by: Relevance | Newest First

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Flagship Nat. Bank v. Gray Distrib. Syst., 485 So. 2d 1336 (Fla. 3d DCA 1986).

Cited 28 times | Published | Florida 3rd District Court of Appeal

...3d DCA), cert. denied, 180 So.2d 656 (Fla. 1965); however, when a course of dealings and the express terms of an agreement appear to conflict, the practice of the parties and the agreement must be construed, wherever reasonable, as consistent with each other. § 671.205(4), Fla. Stat. (1977). If no reasonable consistent construction can be drawn, the express terms of the agreement control. In the case before us, the note and loan agreement provided a lending limit of $400,000 on a loan payable upon demand. Under section 671.205(4), the express terms of the note and loan agreement override any inconsistent interpretation of the parties' agreement which might be inferred from their dealings....

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Tingley Sys., Inc. v. Healthlink, Inc., 509 F. Supp. 2d 1209 (M.D. Fla. 2007).

Cited 11 times | Published | District Court, M.D. Florida | 2007 U.S. Dist. LEXIS 34023, 2007 WL 1365336

...and Prods., Inc., 724 So.2d 672, 676 (Fla. 4th DCA 1999). For instance, the U.C.C. allows the introduction of certain parol evidence concerning course of dealing, usage of trade, and consistent additional terms even when the contract language is unambiguous. See Fla. §§ 672.202, 671.205; Allapattah Servs., Inc....

...ties' agreement. Fla. Stat. § 672.202. Thus, to the extent the parties properly introduce such evidence, it may be found that the term "users" is regularly understood to mean "concurrent users" or "sessions" in the software industry. See Fla. Stat. § 671.205(6) (requiring a party offering evidence of usage of trade to give notice to the other party)....

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Caulkins Indiatown Citrus Co. v. Nevins Fruit Co., Inc., 831 So. 2d 727 (Fla. 4th DCA 2002).

Cited 6 times | Published | Florida 4th District Court of Appeal | 2002 WL 31506952

...Plaintiffs contend that as recognized by the Uniform Commercial Code (UCC), evidence of usage of trade and good faith are relevant in construing the contract. Section 671.203, Florida Statutes (1995), provides that there is an obligation of good faith in the performance or enforcement of every contract. Section 671.205 provides that the usage of trade in which the parties are engaged gives particular meaning to supplement or qualify terms of an agreement....

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Rhodes v. BLP Assocs., Inc., 944 So. 2d 527 (Fla. 4th DCA 2006).

Cited 6 times | Published | Florida 4th District Court of Appeal | 2006 WL 3735157

...The Flagship case did, in fact, state this to be the law and applied it in a case in which the maker of a note insisted that the bank was obligated to loan it additional money because the bank had done so in the past. The court cited and relied upon a rule of interpretation found in the Uniform Commercial Code, Section 671.205(4) which provides: The express terms of an agreement and an applicable course of dealing or usage of trade shall be construed wherever reasonable as consistent with each other; but when such construction is unreasonable express terms...

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SCADIF, S.A. v. First Union Nat'l Bank, 208 F. Supp. 2d 1352 (S.D. Fla. 2002).

Cited 5 times | Published | District Court, S.D. Florida | 48 U.C.C. Rep. Serv. 2d (West) 232, 2002 U.S. Dist. LEXIS 12962, 2002 WL 1473458

...-United States banks, the custom and usage of United States banks engaged in international banking is most directly relevant here because First Union is a United States bank and performance of the check collection was to occur in Florida. Fla. Stat. § 671.205(5) ("an applicable usage of trade in the place where any part of performance is to occur shall be used in interpreting the agreement as to that part of performance")....

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Neuman v. Ferris, 432 So. 2d 641 (Fla. 4th DCA 1983).

Cited 4 times | Published | Florida 4th District Court of Appeal

...807, 810 (1897). A "course of dealing" is a sequence of previous conduct between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct. § 671.205(1), Fla....

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In re Phillip Watts Enter., Inc., 186 B.R. 735 (Bankr. N.D. Fla. 1995).

Cited 1 times | Published | United States Bankruptcy Court, N.D. Florida | 9 Fla. L. Weekly Fed. B 133, 1995 Bankr. LEXIS 1371, 1995 WL 562085

where the contract is ambiguous); Fla.Stat. Ann.- § 671.205 (West 1993) (allowing the consideration of course

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Sec. Mgmt. Corp. v. Kessler, 599 So. 2d 1033 (Fla. Dist. Ct. App. 1992).

Published | District Court of Appeal of Florida | 1992 Fla. App. LEXIS 5251, 1992 WL 98222

...Posner’s testimony did not refute the existence of a contingency fee agreement. He simply testified that he did not recall a conversation taking place. Pos-ner’s testimony did not rebut the presumption of the continued existence of the contingency fee agreement based on the parties’ prior dealings. See § 671.205, Fla....

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Sweet Additions Ingredient Processors, LLC v. Meelunie Am., Inc. (11th Cir. 2025).

Published | Court of Appeals for the Eleventh Circuit

Argued: Apr 4, 2025

par- ticular transaction.” FLA. STAT. § 671.205(1). USCA11 Case: 24-10335 Document: 50-1

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