Article 2 — Sales · Section 2-202
Study guide for UCC § 2-202, which addresses the integration of written contracts and parol evidence.
Source: U.C.C. § 2-202
Final Written Expression; Parol or Extrinsic Evidence: Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise established by the agreement may be established in writing. A written contract which is intended as a final expression of the parties' agreement may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by course of dealing or usage of trade or by evidence of consistent additional terms unless the court finds that the writing was intended also as a complete and exclusive statement.
UCC § 2-202 outlines that if parties have created a written contract intended to be a final agreement, prior or contemporaneous oral agreements cannot contradict it. However, additional evidence can be used to clarify or add to the written terms if it does not contradict the intent of the original written agreement.
Evidence of prior or contemporaneous agreements that are not included in a final written contract.
The process of combining all terms of a contract that the parties have agreed upon into one final document.
Example 1
A car dealership and a buyer sign a contract specifying the sale of a car. The buyer cannot later introduce evidence of a prior conversation about a lower price if the written contract reflects a higher price.
Example 2
A supplier and a retailer agree in writing on the purchase terms for goods. The retailer can provide evidence of the standard practices in the industry to clarify the delivery schedule without changing the written terms.