Definition
Transactions conducted between parties in the course of trade or business. The term functions primarily as a descriptive term for the aggregate of commercial interactions between parties — the ongoing pattern of exchanges, payments, and conduct that defines their business relationship.
In commercial and contract law, "dealings" most often appears as part of "course of dealing," referring to the sequence of previous conduct between the same parties that establishes a common basis for interpreting their current agreement or conduct.
In bankruptcy law, dealings encompasses all transactions with a debtor, including payments made to a bankrupt party — an interpretation with direct consequences for preference and fraudulent transfer analysis.
In corporate and fiduciary law, "dealings" frequently appears in the phrase "self-dealing," referring to transactions in which a fiduciary acts on both sides or benefits personally at the expense of those to whom a duty is owed.
Common Language
Modern common usage (Wiktionary): Relations with others; business transactions.
Historical common usage (Webster's 1913): The act of one who deals; distribution; trade; intercourse; conduct toward others.
The ordinary language meaning and the legal meaning are close but not identical. In everyday use, "dealings" is informal and broad — it can describe any kind of interaction, social or commercial. In legal contexts, the term carries a more precise transactional weight: it implies a pattern or course of conduct with legal consequences, not merely contact or acquaintance. A researcher who encounters "dealings" in a legal instrument should treat it as a term of art pointing toward an established pattern of commercial conduct rather than incidental contact.
Common Confusion
"Dealings" is frequently encountered in three distinct legal phrases — course of dealing, fair dealing, and self-dealing — each carrying different doctrinal freight. Course of dealing is an interpretive tool in contract law. Fair dealing (or good faith and fair dealing) is an implied contractual obligation. Self-dealing is a fiduciary wrong. These phrases share the root term but belong to separate bodies of doctrine. Conflating them in research can lead a researcher from contract law sources into corporate law sources and back again without finding the intended doctrine.
Why It Matters in Research
The term "dealings" rarely operates alone in legal writing. Its significance depends almost entirely on context and the phrase in which it appears. Researchers should identify which usage is at issue before searching:
Course of dealing appears in the Uniform Commercial Code and the Restatement (Second) of Contracts as a formal interpretive concept. Historical materials predating the UCC may use "dealings" to accomplish the same interpretive work without the formal term of art, making older contract cases harder to locate by keyword.
Bankruptcy usage is the most historically stable. The historical dictionary sources agree that "dealings" in the bankruptcy context includes payments — a broader reading than simple barter or exchange. This matters when reading 19th-century insolvency materials, which may treat a payment to a debtor as a "dealing" sufficient to defeat a defense or establish a preference.
Self-dealing in corporate law is a distinct and heavily litigated area. The term has expanded significantly in modern law beyond its historical usage. Early corporate materials may use "dealings" in a descriptive rather than a pejorative sense; later materials treat "self-dealing" as a doctrinal trigger for heightened scrutiny or per se breach of fiduciary duty.
Employment law usage — particularly the implied covenant of good faith and fair dealing — developed substantially in the 20th century. Researchers looking at pre-20th century employment materials will not find this doctrine under this term.
Historical Dictionary Support
Black's Law Dictionary and Burrill's Law Dictionary are in close agreement, nearly identical: both define dealings as "transactions in the course of trade or business" and both confirm that the term includes payments to a bankrupt, citing Moody & M. 137 and 3 Carr. & P. 85. This convergence reflects a stable, settled meaning in the 19th-century common law of commercial and insolvency practice.
What the historical sources do not address is the expansion of the term's legal significance in the 20th century — particularly the development of "course of dealing" as a formal UCC concept, the rise of the implied covenant of good faith and fair dealing in contract and employment law, and the crystallization of "self-dealing" as a term of art in corporate fiduciary law. A researcher relying solely on historical dictionaries will find an accurate but incomplete picture. The historical definitions capture the transactional core of the term; they say nothing about its doctrinal extensions.
Jurisdictional Note
The UCC definition of "course of dealing" is widely adopted but state-specific variations exist, particularly in how courts weigh course of dealing against express contract terms. In employment law, the implied covenant of good faith and fair dealing is recognized robustly in some states (notably California) and narrowly or not at all in others. Self-dealing analysis in corporate law varies by state, with Delaware developing the most detailed framework.
Encyclopedia Cross-Reference
The Law Mind Contracts & Commercial Law Encyclopedia: "Interpretation — Course of Dealing, Course of Performance, and Usage of Trade"
The Law Mind Business Organizations & Corporate Law Encyclopedia: "Board of Directors — Duty of Loyalty and Self-Dealing Transactions"
The Law Mind Employment & Labor Law Encyclopedia: "The Duty of Good Faith and Fair Dealing in Employment"