§ 28:2A-207. Course of performance or practical construction.

Current through October 23, 2012

(a) If a lease contract involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is relevant to determine the meaning of the lease agreement.

(b) The express terms of a lease agreement and any course of performance, as well as any course of dealing and usage of trade, must be construed whenever reasonable as consistent with each other; but if that construction is unreasonable, express terms control course of performance, course of performance controls both course of dealing and usage of trade, and course of dealing controls usage of trade.

(c) Subject to the provisions of § 28:2A-208 on modification and waiver, course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

                
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(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)

HISTORICAL AND STATUTORY NOTES

UNIFORM COMMERCIAL CODE COMMENT

Uniform Statutory Source

Sections 2-208 and 1-205(4).

Changes

Revised to reflect leasing practices and terminology, except that subsection (2) was further revised to make the subsection parallel the provisions of Section 1-205(4) by adding that course of dealing controls usage of trade.

Purposes

The section should be read in conjunction with Section 2A-208. In particular, although a specific term may control over course of performance as a matter of lease construction under subsection (2), subsection (3) allows the same course of dealing to show a waiver or modification, if Section 2A-208 is satisfied.

Cross References

Sections 1-205(4), 2-208 and 2A-208.

Definitional Cross References

"Course of dealing". Section 1-205.

"Knowledge". Section 1-201(25).

"Lease agreement". Section 2A-103(1)(k).

"Lease contract". Section 2A-103(1)(l).

"Party". Section 1-201(29).

"Term". Section 1-201(42).

"Usage of trade". Section 1-205.

Prior Codifications

1981 Ed., § 28:2A-207.

Legislative History of Laws

For legislative history of D.C. Law 9-128, see Historical and Statutory Notes following § 28:2A-101.