N.Y. Uniform Commercial Code Law Section 2-A-202
Final Written Expression: Parol or Extrinsic Evidence

* Section 2-A-202. Final Written Expression: Parol or Extrinsic Evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing 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 writing to have been intended also as a complete and exclusive statement of the terms of the agreement. * NB Effective until June 3, 2026 * Section 2-A-202. Final Written Expression: Parol or Extrinsic Evidence. 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 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. * NB Effective June 3, 2026

Source: Section 2-A-202 — Final Written Expression: Parol or Extrinsic Evidence, https://www.­nysenate.­gov/legislation/laws/UCC/2-A-202 (updated Dec. 12, 2025; accessed Dec. 20, 2025).

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Verified:
Dec. 20, 2025

Last modified:
Dec. 12, 2025

§ 2-A-202. Final Written Expression: Parol or Extrinsic Evidence's source at nysenate​.gov

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