Idaho State Statutes - Idaho Attorney Directory

(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 must 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 wherever 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 28-2-209, Idaho Code, 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.

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