Commercial Code section 2202

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 dealing, course of performance, or usage of trade (Section 1303); 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.

Source: Section 2202, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=COM§ionNum=2202.­ (accessed Jun. 2, 2025).

Last Updated

May 12, 2025

§ 2202’s source at ca​.gov