55-2A-202: Final expression; parol or extrinsic evidence.

Terms with respect to which the confirmatory memoranda of the parties agree or that 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 dealing or usage of trade or by course of performance; 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.

OFFICIAL COMMENTS

UCC Official Comments © by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.

Changes - In furtherance of medium neutrality, the references to a "writing" have been changed to refer to a "record."

Uniform Statutory Source. - Section 2-202 [55-2-202 NMSA 1978].

"Agreement". Section 1-201(3) [55-1-201 NMSA 1978].

"Course of dealing". Section 1-205 [55-1-205 NMSA 1978].

"Party". Section 1-201(29) [55-1-201 NMSA 1978].

"Term". Section 1-201(42) [55-1-201 NMSA 1978].

"Usage of trade". Section 1-205 [55-1-205 NMSA 1978].

"Writing". Section 1-201(46) [55-1-201 NMSA 1978].