The execution of contractual commitments protects the legitimate expectations of the promisor, the person to whom the commitments were made. The use of trade emphasizes these expectations. If a particular branch of industry follows a practice so regular that the promettant reasonably expects that it has taken that practice into account in the undertaking, the practice becomes an integral part of the agreement between the parties. Sometimes the use becomes so common in an industry that written negotiation codes are assembled to provide specific language for contract interpretation. The last exception in the list is also simpler than it seems at first glance: if a contract relates to a particular document or other evidence, that evidence may be admitted in the context of the contract itself. For example, if a contract refers to a motor vehicle valuation guide, that guide may be accepted as evidence to give full meaning to the contract. (1) Explicit conditions prevail over the course of service, the course of business and business practices; (3) The course of business takes precedence over the use of trade. (c) `use of trade` means any practice or method of negotiation which has such regularity of conformity in a place, vocation or trade which suggests that it will be complied with in respect of the transaction in question; The existence and scope of such use must be proved as facts. If it is determined that such use is included in a Commercial Code or similar document, the interpretation of the document is a matter of law. The fourth exception is also simple: a party can prove that the consideration has never been paid. This exception usually occurs when one party claims to have paid and seeks to enforce the contract, but the other party responds that its performance is not due because the consideration has never been paid. In the absence of evidence to the contrary, the courts assume that persons engaged in commercial activity use commercial terms and intend that the terms have their commercial meaning.
In order to counter this situation, the parties must expressly state in the contract their intention to remove the terms from their commercial meaning and reduce them to their ordinary meaning. Failure to do so indicates the intention of the parties to use the commercial clauses in accordance with their commercial importance. The concepts of business price, performance and business practices in the context of contract law derive largely from the work of LINTON CORBIN, who did not believe that courts should be bound by the so-called four corners of a contract or by the “clear meaning” of those terms. Corbin was instrumental in drafting the UNIFORM CODE OF COMMERCE (UCC), which regulates trade agreements and transactions in most states. The UCC defines the procedure in its general provisions (U.C.C. § 1-205). The term refers, for example, to laws relating to contracts for the sale of goods, negotiable instruments and SECURED TRANSACTIONS. 4. For the use of the trade referred to in point (c), `regularity of conformity` shall be indicated. The old English tests for “Custom” are abandoned in this context.
Therefore, it is not necessary for any use of the trade to be “old or unimaginable”, “universal” or similar. Thus, according to the requirement of paragraph (c), full recognition is available for new uses and for uses currently observed by the vast majority of decent traders, even if dissidents who are willing to cut corners do not agree. It is also possible to correctly recognize the agreed use by traders in trading codes. Sections 1 to 2.05 of the UCC adopt the principle of commercial practice. In a contractual dispute, the party claiming commercial use must prove “the existence and scope of such use”. If commercial use is proven, a court may use it to “supplement or qualify the terms of an agreement.” The express terms of an agreement and business practices should be interpreted as compatible “whenever reasonable”. However, if the construction is inappropriate, the court will ignore the commercial customs and apply the express terms of the agreement. Amendments from the previous Law: This section incorporates the term “enforcement process” from Articles 2 and 2A into the principles of former Article 1-205, which deals with the course of business and the use of trade. The section slightly modifies the articulation of the performance rules in order to better adapt them to the approach and structure of previous sections 1 to 205.
Minor amendments are also made to better align the definition of “agreement” in previous articles 1-201(3). It should be noted that a range of performance that might otherwise constitute a defence against a party`s obligation to use a negotiable instrument will not be available in a timely manner as a defence against a holder that has adopted the instrument without notice of such performance. 1. The Uniform Commercial Code rejects both the “lay dictionary” and the interpretation of a commercial contract by the “intermediary”. On the contrary, the meaning of the parties` agreement must be determined by the language they use and by their actions, which are read and interpreted in the light of business practices and other circumstances that accompany them. The measure and context of the interpretation is determined by the business context, which can even explain and complement the language of a formal or final writing. .