Impact of Article 2B

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This is an unofficial draft of Article 2B from March 1998. For the current official version, see the University of Pennsylvania Law School (Official NCCUSL) site at http://www.law.upenn.edu/library/ulc/ulc.htm

SECTION 2B-301. PAROL OR EXTRINSIC EVIDENCE. Terms with respect to which confirmatory records 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 by:

(1) course of performance, course of dealing, or usage of trade; and

(2) evidence of consistent additional terms unless the court finds the record to have been intended as a complete and exclusive statement of the terms of the agreement.

Uniform Law Source: Section 2A-202; Section 2-202.

Definitional Cross Reference:

"Agreement": Section 1-201. "Court": Section 2B-102. "Record": Section 2B-102. "Term": Section 1-201.

Committee Votes and Action:

a. Voted 11-0 to strike suggested presumption re merger clauses and return to current Article 2 rule.

b. Reviewed in April 1997 without substantive comment.

c. At 1997 Annual Meeting, a sense of the house motion adopted to harmonize parol evidence rules in the three articles.

Reporter's Notes: Follows current Article 2.