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, usage of trade, or by course of performance (section 4-1-303);
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: L. 65: p. 1303, § 1. C.R.S. 1963: § 155-2-202. L. 2006: (a) amended, p. 490, §
5, effective September 1. L. 2023: IP and (b) amended, (SB 23-090), ch. 136, p. 527, § 8,
effective August 7.
Cross references: For the course of performance or practical construction, see § 4-2-208.
Notes of Decisions
KN Energy, Inc. v. Great W. Sugar Co., 698 P.2d 769 (Colo. 1985).
· cites it 2× “*779 The parties’ course of performance following execution of the contract is also relevant to the interpretation of the agreement.”
Lease Fin., Inc. v. Burger, 575 P.2d 857 (Colo. Ct. App. 1977).
· cites it 2× “Insofar as applicable here, § 4-2-202, C.R.S.1973, provides that the terms of a written sales contract which are "intended by the parties as a final expression of their agreement with respect to such terms as are included therein.”
O'NEIL v. Int'l Harvester Co., 575 P.2d 862 (Colo. Ct. App. 1978).
· cites it 2× “Turning to the applicable parol evidence rule as set forth in § 4-2-202, C.R.S.1973, one finds that: "Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in writing intended by the parties as a final expression of their…”
Budget Sys., Inc. v. Seifert Pontiac, Inc., 579 P.2d 87 (Colo. Ct. App. 1978).
· cites it 2× “Therefore, on retrial, if the evidence establishes a prior course of dealing which included a mileage limitation, such evidence will be admissible since it does not directly contradict or negate the terms of the written agreement but merely supplements it, as allowed by §…”
Emp. Television Enter., LLC v. Barocas, 100 P.3d 37 (Colo. Ct. App. 2004).
“2001); see also § 4-2-202 cmt. 1(c), C.R.S.2003 (rejecting “[t]he requirement that a condition precedent to the admissibility of [trade usage] is an original determination by the court that the language used is ambiguous”); Restatement (Second) of Contracts § 222 cmt.”
Bennett Bear Creek Farm Water & Sanitation Dist. v. City & Cnty. of Denver, 907 P.2d 648 (Colo. Ct. App. 1995).
“The distributors argue that the Uniform Commercial Code (UCC) applies to the leases and that as a result, even if the lease provision is not ambiguous, evidence of the course of dealing before and after the leases were executed should have been considered.”
Banghart Props. v. Colorado Mills (Colo. Ct. App. 2025).
· cites it 4× “2025, express and unambiguous terms in contracts “may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement,” § 4-2-202, C.R.S. 2025; they only “may be explained or supplemented .”
— Colo. Rev. Stat. § 4-2-202(a) — 2 cases
KN Energy, Inc. v. Great W. Sugar Co., 698 P.2d 769 (Colo. 1985).
“*779 The parties’ course of performance following execution of the contract is also relevant to the interpretation of the agreement.”
Banghart Props. v. Colorado Mills (Colo. Ct. App. 2025).
“2025, express and unambiguous terms in contracts “may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement,” § 4-2-202, C.R.S. 2025; they only “may be explained or supplemented .”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.