UCC Parol Evidence Rule

Question 1

Final Expression of Agreement

Answer 1

Under the UCC, if terms of contract are set forth in writing intended to be a final expresion of the agreement, then the terms of the writing cannot be contradicted by extrinsic evidence of a prior agreementor contemporaneous oral agreement.

Question 2

Integrations

Answer 2

Under the UCC, if the writing is completely integrated, then PER bars admission of any prior conversations or writings.

Under the UCC, if the writing is partially integrated, may admit evidence of prior and contemporaneous agreements regarding consistent additional terms..

Question 3

Explanation / Supplementation

Answer 3

Under the UCC, terms can be explained or supplemented (but not contradicted) by:

i) Consistent additional terms, only if the writing is not completely integrated;
ii) Course of dealing between the parties on earlier occasions;
iii) Use of the trade or business; or
iv) Course of performance (when the contract involves repeated earlier occasions of performance that were accepted by or acquiesced to by the parties).

Question 4

Subsequent Mondification

Answer 4

Under the UCC, parol evidence may be offered to show subsequent modification of a written contract.

Ex: Sarah Seller and Betty Buyer enter into a written contract for the sale of a car on March 1 for $5,000. On March 2, Sarah and Betty orally agree that Betty can test drive the car for one week, and if it does not work properly during that time, she can return it to Sarah for a full refund. Because the oral agreement occurred subsequent to the written contract, there is no parol-evidence issue.