Also known as:in the regular course of business · ordinary course of business
Written by attorneys · grounded in primary & secondary sources — see below
A standard of conduct or activity that conforms to the usual or customary practices of a particular business or entity.
Sources & Authorities· 13 primary sources
Select any source to read its text and confirm it supports the definition.
Statutes
Federal Rules
Uniform Acts
Model Codes
Restatements
Casebooks
Hornbooks
Course Outlines
How it applies
Common Examples
6
Buyer Acquires Gym Equipment
Metro Strikers FC purchased used strength machines from Iron Peak Gym after inspecting them on site. Iron Peak regularly sold older equipment to teams as part of its operations. The club paid a reasonable price and took immediate possession without knowledge that the transaction violated any lender rights. The purchase qualified under the ordinary-course standard, allowing the club to retain the machines free of the prior security interest.
Partnership Liable for Partner Act
Saul arranged additional field rentals and coaching staff for the youth camp partnership after observing high demand. The expenditures occurred during the regular season and directly supported increased enrollment. A camper later suffered injury, leading to a settlement exceeding revenues. The partnership faced liability because the partner's conduct occurred within the ordinary course of camp operations.
Subpoena Document Production
Caroline received a subpoena for maintenance logs at the wind farm. She produced the records exactly as stored in the company's electronic system without reorganization. The logs reflected the routine inspection schedule maintained during daily operations. This method satisfied the requirement to produce documents as kept in the ordinary course.
Corporate Asset Sale Approved
Bridge Hotels sold surplus reservation-system equipment to a maritime buyer as part of routine upgrades. The transaction followed the hotel's established practice of disposing of older gear during seasonal renovations. No shareholder vote occurred because the sale stayed within the usual and regular course of hotel operations.
Majority Partner Decision
Abigail and Victoria voted to adjust camp pricing mid-season after demand increased. The change addressed ordinary operational needs without altering the partnership agreement itself. Saul objected but could not block the decision because the matter fell within the ordinary course of camp business.
Corporate Encumbrance Without Vote
Valley Realty mortgaged its apartment complexes to secure an operating loan from Liberty Buildings. The financing supported routine property management expenses and did not require shareholder approval. The encumbrance remained valid regardless of whether it occurred in the usual course of business.
Common questions
Frequently Asked
5
What elements must a buyer satisfy to qualify as a buyer in ordinary course of business under the UCC?+
The buyer must purchase goods in good faith without actual knowledge that the sale violates another's rights, from a person in the business of selling goods of that kind, and in a manner consistent with the seller's usual practices. The buyer must also take possession or obtain a right to recover the goods. These requirements appear across multiple secured-transactions questions testing UCC § 9-320 and the definition in § 1-201.
How does the ordinary-course standard affect partnership liability for a partner's wrongful act?
+
A partnership is liable when the partner acts in the ordinary course of partnership business or with actual or apparent authority. The standard turns on whether the conduct aligns with the partnership's routine operations rather than extraordinary steps. This rule is tested in partnership accounting and liability questions.
Supporting sources
When may a corporation dispose of assets without shareholder approval under the Model Business Corporation Act?+
Shareholder approval is not required for a sale, lease, or other disposition of assets that occurs in the usual and regular course of business. The same rule does not apply to encumbrances, which may occur regardless of ordinary-course status. These distinctions are examined in corporate governance questions.
Supporting sources
What production method satisfies a subpoena for documents under Federal Rule of Civil Procedure 45?+
The responding party may produce documents as they are kept in the ordinary course of business or organize and label them to match the categories in the demand. This option avoids the need for custom reorganization when records already follow routine business practices.
Supporting sources
How does the ordinary-course concept interact with majority versus unanimous partner decisions?+
A difference on a matter in the ordinary course of partnership business may be decided by majority vote. Acts outside the ordinary course or amendments to the agreement require unanimous consent. The distinction determines whether a single partner can bind the others without full agreement.
Supporting sources
course
of such
business
to make such a statement. Respondent’s objection to its introduction was sustained. We agree with the majority view below that it was properly…
may ordinarily be admitted at trial despite their hearsay status,” except “if the
regular
ly conducted
business
activity is the production of evidence for use at trial.” 557 U. S., at…
, often resulted in a denial of justice, and usually in annoyance, expense and waste of time and energy. A rule of evidence that was practical a century ago had become obsolete. The…
. The elements of the offense of mail fraud under 18 U. S. C. (Supp. V) § 1341 are (1) a scheme to defraud, and (2) the mailing of a letter, etc., for the purpose of executing the scheme.…
EvidencePresentation of evidence · Impeachment, contradiction, and rehabilitationUBEIntermediate