New York Uniform Commercial Code Code § 2-202

Final Written Expression: Parol or Extrinsic Evidence
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* Section 2--202. Final Written Expression: Parol or Extrinsic Evidence.\n  Terms with respect to which the confirmatory memoranda of the parties\nagree or which are otherwise set forth in a writing intended by the\nparties as a final expression of their agreement with respect to such\nterms as are included therein may not be contradicted by evidence of any\nprior agreement or of a contemporaneous oral agreement but may be\nexplained or supplemented\n  (a) by course of performance, course of dealing, or usage of trade\n(Section 1--303); and\n  (b) by evidence of consistent additional terms unless the court finds\nthe writing to have been intended also as a complete and exclusive\nstatement of the terms of the agreement.\n  * NB Effective until June 3, 2026\n* Section 2--202. Final Written Expression: Parol or Extrinsic Evidence.\n  Terms with respect to which the confirmatory memoranda of the parties\nagree or which are otherwise set forth in a record intended by the\nparties as a final expression of their agreement with respect to such\nterms as are included therein may not be contradicted by evidence of any\nprior agreement or of a contemporaneous oral agreement but may be\nexplained or supplemented\n  (a) by course of performance, course of dealing, or usage of trade\n(Section 1--303); and\n  (b) by evidence of consistent additional terms unless the court finds\nthe record to have been intended also as a complete and exclusive\nstatement of the terms of the agreement.\n  * NB Effective June 3, 2026\n

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