Which sequence correctly describes the priority of contract terms by the court when terms conflict?

• A. Express terms prevail over course of performance, which prevails over course of dealing, which prevails over trade usage.
• B. Trade usage prevails over express terms.
• C. Course of dealing prevails over express terms.
• D. Course of performance prevails over express terms.

Answer: (A)

The main concept is how courts resolve conflicts between different sources of contract terms under the UCC. When terms clash, the actual written terms are given priority, and nearby sources help interpret or fill gaps only after the express terms.

Express terms control first. If there’s a need to look beyond what’s written, the court consults, in this order: course of performance (how the parties have acted under the contract), course of dealing (the parties’ prior related transactions), and usage of trade (common industry practices). This sequence keeps the explicit agreement central while allowing relevant, specific context from ongoing behavior and prior dealing to inform interpretation, with industry norms being the least controlling.

So, the correct statement reflects that order: express terms prevail over course of performance, which prevails over course of dealing, which prevails over usage of trade. The other options would improperly elevate trade usage or re-order the relationships between these sources, which the hierarchy does not support.