Parol Evidence Rule (Article 2-202)

Document is NOT final expression

Document is final expression (partially integrated)

Doc is complete and exclusive statement of all terms (fully integrated)

1. Evidence is from prior agreement, contemporaneous oral agreement, offered to contradict 2. Evidence is from prior agreement, contemporaneous oral agreement, offered to explain or supplement with additional term 3. 2-202(a) Evidence of course of previous dealing, usage of trade, and course of performance to explain and supplement any writing on assumption that these were taken for granted when K phrased 2-202(a) and [OC 2] Also 1-303 hierarchy, Pg 33 UCC 4. Evidence is from subsequent oral or written agreement; actual performance is considered best indication of what parties intended the writing to mean [OC 2] and 2-209 re Modification of K 5. Evidence is offered to show fraudulent inducement, mistake, duress, absence of consideration, lack of assent, condition to contract formation, or lack of integration Also 1-103(b) (principles of law and equity supplement UCC)

Admissible

Not Admissible

Not Admissible

Admissible

Admissible

Not Admissible

Admissible

Admissible

Admissible

Admissible

Admissible

Admissible

Admissible

Admissible

Admissible

Whether the document is final, complete and exclusive, or neither, depends on the intent of the parties. Courts disagree on whether they should go outside the 4 corners of the document or consider the parol evidence itself in determining that question. st 1 sentence of 2-202, confirmatory memo and other writings showing final expression st 1 sentence of 2-202 and 2-202(b) Whether an offered term contradicts or supplements the writing is often subject to argument If the addl terms are such that, if agreed upon, they would certainly have been included in the doc, then evidence will NOT be considered. [OC 3]