Course of Performance Modification
Definition
Under §§ 2-208(1) and 2-208(3) of the Uniform Commercial Code, if a contract calls for a requirement to be repeatedly performed, one party’s repeated failure to object to the other party’s repeated deviation from the requirement is relevant to establishing whether, through their course of performance, the parties have implicitly agreed to waive or modify the requirement; this is so even if the contract stipulates that it can be modified only explicitly and in writing.