Final written 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 performance, course of dealing or usage of trade (Section 55-1-303 NMSA 1978); 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. History: 1953 Comp., § 50A-2-202, enacted by Laws 1961, ch. 96, § 2-202; 1978 Comp., § 55-2-202; 2005, ch. 144, § 27; 2023, ch. 142, § 8. OFFICIAL COMMENTS UCC Official Comments © by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved. Prior uniform statutory provision. — None. Purposes: 1. This section definitely rejects: (a) Any assumption that because a record has been worked out which is final on some matters, it is to be taken as including all the matters agreed upon; (b) The premise that the language used has the meaning attributable to such language by rules of construction existing in the law rather than the meaning which arises out of the commercial context in which it was used; and (c) The requirement that a condition precedent to the admissibility of the type of evidence specified in Paragraph (a) is an original determination by the court that the language used is ambiguous. 2. Paragraph (a) makes admissible evidence of course of dealing, usage of trade and course of performance to explain or supplement the terms of any record stating the agreement of the parties in order that the true understanding of the parties as to the agreement may be reached. Such records are to be read on the assumption that the course of prior dealings between the parties and the usages of trade were taken for granted when the document was phrased. Unless carefully negated they have become an element of the meaning of the words used. Similarly, the course of actual performance by the parties is considered the best indication of what they intended the record to mean. 3. Under paragraph (b) consistent additional terms, not reduced to a record, may be proved unless the court finds that the record was intended by both parties as a complete and exclusive statement of all the terms. If the additional terms are such that, if agreed upon, they would certainly have been included in the record in the view of the court, then evidence of their alleged making must be kept from the trier of fact. 4. In furtherance of medium neutrality, references to a "writing" in the pre-2022 text of this section have been changed to refer to a "record." Point 3: Sections 1-303, 2-207, 2-302 and 2-316 [55-1-303, 55-2-207, 55-2-302 and 55- 2-316 NMSA 1978, respectively]. "Agreed" and "agreement". Section 1-201 [55-1-201 NMSA 1978]. "Course of dealing". Section 1-303 [55-1-303 NMSA 1978]. "Course of performance". Section 1-303. "Party". Section 1-201. "Term". Section 1-201. "Usage of trade". Section 1-303. "Written" and "writing". Section 1-201.