Internal prototype — noindexed, not linked from public navigation yet.

Statutes » New York » UCC Law » Article 2

N.Y. UCC Law § 2-208

This is the official text of N.Y. UCC Law § 2-208, part of New York’s UCC Law — part of the compiled statutory law of New York, published by the state as "UCC Law." Browse the sections below, each linked to its official government source.

Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.

Course of Performance or Practical Construction

Official statutory text

Section 2--208. Course of Performance or Practical Construction.\n (1) Where the contract for sale involves repeated occasions for\nperformance by either party with knowledge of the nature of the\nperformance and opportunity for objection to it by the other, any course\nof performance accepted or acquiesced in without objection shall be\nrelevant to determine the meaning of the agreement.\n (2) The express terms of the agreement and any such course of\nperformance, as well as any course of dealing and usage of trade, shall\nbe construed whenever reasonable as consistent with each other; but when\nsuch construction is unreasonable, express terms shall control course of\nperformance and course of performance shall control both course of\ndealing and usage of trade (Section 1--205).\n (3) Subject to the provisions of the next section on modification and\nwaiver, such course of performance shall be relevant to show a waiver or\nmodification of any term inconsistent with such course of performance.\n

Status: in_force · Read it on the official government site

Need a lawyer in New York?

Find a New York lawyer
About this page: Statute text is reproduced from official government publishers via the Open US Law dataset (Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine (Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.