§ 336.2-202 — Final Written Expression; Parol or Extrinsic Evidence
Plain-Language Summary
A written contract that the parties intended as final cannot be contradicted by earlier oral or written agreements. However, it can be explained or supplemented by course of dealing, trade usage, course of performance, and (if the writing is not a complete agreement) consistent additional terms.
336.2-202 FINAL WRITTEN EXPRESSION; PAROL OR EXTRINSIC EVIDENCE.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record 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:
(a) by course of performance, course of dealing, or usage of trade (section 336.1-303); and
(b) by evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.
History:
1965 c 811 s 336.2-202; 2004 c 162 art 2 s 2; 2024 c 93 art 2 s 4
History: History: 1965 c 811 s 336.2-202; 2004 c 162 art 2 s 2; 2024 c 93 art 2 s 4