Also known as: in the ordinary course of business · ordinary course
Written by attorneys · grounded in primary & secondary sources — see below
A transaction or activity that is routine and typical for the type of business conducted by the party involved. It encompasses dealings that occur regularly in the normal operation of an enterprise without requiring special authorization or court approval.
Orion Technologies regularly sells computer components to retail customers. Odin Obeng purchases several units from Orion's showroom for resale in his own store. The purchase occurs during normal business hours using standard pricing and terms. Odin takes the components free of any security interest Orion's lender holds in the inventory.
Osprey Aviation LLC operates a fleet of small aircraft for charter flights. The members consider purchasing a new jet that would double the company's capacity. Because the acquisition lies outside the ordinary course of the company's existing activities, unanimous member consent is required before the purchase can proceed.
Select any source to read its text and confirm it supports the definition.
Oakridge Manufacturing LP owns and leases industrial buildings. A general partner signs a contract to develop a residential subdivision on partnership land. The development is not apparently for carrying on the partnership's ordinary leasing business, so the contract binds the partnership only if all other partners actually authorized it.
Onyx Pharmaceuticals operates a research partnership. One partner orders laboratory equipment that the firm routinely buys to support ongoing experiments. The purchase appears to carry on the partnership's ordinary business, so the partnership is bound even though the partner lacked actual authority and the supplier had no notice of that limitation.
Oriana Oberman, responding to a subpoena for client files, produces the records exactly as they are stored in her firm's electronic database. She does not reorganize or label the files to match the subpoena categories because the production follows the ordinary course of business format.
Ophelia O'Brien contracts with Oakridge Manufacturing to supply parts by a fixed date. Oakridge's late delivery causes Ophelia to lose a routine resale opportunity that would have occurred in the ordinary course of her distribution business. The lost profit is recoverable as foreseeable damages.
The buyer must purchase goods from a seller engaged in selling goods of that kind, in good faith, and without knowledge that the sale violates a third party's security interest. The buyer then takes free of the security interest even if it is perfected.
Supporting sources
Unanimous consent is required when the act is outside the ordinary course of the entity's activities. Routine matters arising in the ordinary course may be decided by majority vote, but extraordinary transactions demand full agreement.
Supporting sources
A responding party may produce documents as they are kept in the ordinary course of business. Alternatively, the party may organize and label the documents to correspond to the categories in the subpoena demand.
Supporting sources
A partnership is liable for a partner's wrongful conduct only when the partner acts in the ordinary course of the partnership business or with actual or apparent authority. Acts outside that scope do not automatically bind the partnership.
Supporting sources
…that that Act related to "the case where a child is killed by a wilful act at the time when it is being delivered in the ordinary course of nature." Id. , at 691. He concluded that the 1861 Act's use of the word "unlawfully," imported the same meaning expressed by the specific proviso in the 1929 Act, even though there was…