LAW 506-002 – Contracts II

UCC § 2-202


Final Written Expression: Parol or Extrinsic Evidence.

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Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented

  1. by course of dealing or usage of trade ([UCC § 1-205]) or by course of performance ([UCC § 2-208]); and
  2. by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.