Ark. Code Ann. § 4-2-202 (2026)
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
- by course of performance, course of dealing, or usage of trade (§ 4-1-303); and
- 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.
History. Acts 1961, No. 185, § 2-202; A.S.A. 1947, § 85-2-202; Acts 2005, No. 856, § 18.
Research References
U. Ark. Little Rock L.J.
Adams, “Clear Title” for Farm Products: Congress and the Arkansas Legislature Attempt to Solve a Troublesome Problem, 10 U. Ark. Little Rock L.J. 619.
U. Ark. Little Rock L. Rev.
Survey of Legislation, 2005 Arkansas General Assembly, Business Law, 28 U. Ark. Little Rock L. Rev. 321.
Case Notes
Admissibility of Parol Evidence.
Under this section the parol evidence rule is not changed and such evidence is inadmissible to vary the terms of a written conditional sales contract. Green Chevrolet Co. v. Kemp, 241 Ark. 62, 406 S.W.2d 142 (1966).
The trial court erred when it admitted the oral testimony of an automobile buyer to the effect that the seller's salesman had represented to the buyer that the sales tax on the automobile had already been paid, because that testimony varied the terms of the written sales contract and violated the parol evidence rule. Walt Bennett Ford, Inc. v. Dyer, 4 Ark. App. 354, 631 S.W.2d 312 (1982).
The Arkansas parol evidence rule does not bar the admission of oral testimony offered to explain the ambiguity and show the parties' intent, but it does bar the admission of oral testimony that contradicts or varies the written terms. Bone v. Refco, Inc., 774 F.2d 235 (8th Cir. 1985).
In dealer's action against bank for breach of contract to provide financing, where a bank had provided recourse financing to a car dealer for 20 years, during that time had executed contracts establishing the terms for such financing and, though not provided in the contract, had always provided a delinquency list to the dealer, evidence that the bank had regularly provided the delinquency lists was admissible to show the previous conduct between the parties because it did not vary the terms of the written contract and despite the existence of a merger clause in the contract. Bank of Am., N.A. v. C.D. Smith Motor Co., 353 Ark. 228, 106 S.W.3d 425 (2003).
In reviewing wholesaler's claim that the parties did not intend certain poultry shipments to be subject to a cost, insurance, and freight shipment contract, the appellate court refused to consider prior shipment invoices showing the shipping terms as “free alongside” as they were offered to contradict the terms of the invoices at issue and, thus, the evidence was barred by the parol evidence rule. P & O Nedlloyd, Ltd. v. Sanderson Farms, Inc., 462 F.3d 1015 (8th Cir. 2006).
Finality of Agreement.
This section does not prevent buyer of farm equipment from testifying that such agreement was not intended to be final. Lake Village Implement Co. v. Cox, 252 Ark. 224, 478 S.W.2d 36 (1972).
The seller's oral express warranty of capacity for a system was not contradictory to terms in a written manual, where statements in the manual expressed only a theoretical range of capacity for the system, and where there was no evidence that indicated the parties intended the manual to be a final expression of their agreement. Wilson v. Marquette Elecs., Inc., 630 F.2d 575 (8th Cir. 1980).
Integrated Agreements.
When an integrated agreement exists, the Arkansas parol evidence rule bars the introduction into evidence of any prior agreement to contradict the terms of the agreement; however, a completely integrated agreement does not discharge prior agreements that do not fall within its scope, and a partially integrated agreement does not discharge prior agreements that supplement, but are not inconsistent with, the integrated agreement. Bone v. Refco, Inc., 774 F.2d 235 (8th Cir. 1985).
Cited: Sawyer v. Pioneer Leasing Corp., 244 Ark. 943, 428 S.W.2d 46 (1968); Precision Steel Whse., Inc. v. Anderson-Martin Mach. Co., 313 Ark. 258, 854 S.W.2d 321 (1993).