672.202
Final expression; parol or extrinsic evidence.
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672.202 Final 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:
(1) By course of dealing or usage of trade (s. 671.205) or by course of performance (s. 672.208); and
(2) 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.—s. 1, ch. 65-254; s. 43, ch. 2025-92.
Note.—s. 2-202, U.C.C.
Notes of Decisions
Cited in 13
cases (1 in the last 5 years), 1977–2022 · leading case: Tingley Systems, Inc. v. Healthlink, Inc.
Tingley Systems, Inc. v. Healthlink, Inc. (2007)
“Fla. Stat. § 672.202 . Thus, to the extent the parties properly introduce such evidence, it may be found that the term "users” is regularly understood to mean "concurrent users” or "sessions” in the software industry.”
Sultan Chemists, Inc. v. United States Environmental Protection Agency (2002)
“” Fla. Stat. § 672.202 (2001). The PO decided, however, that the evidence offered was insufficient to establish a clear course of dealing.”
In re Miami Metals I, Inc. (2019)
“"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…”
Jeetendra L. Shukla, Individually v. Bp Exploration & Oil, Inc., A.K.A. Bp Oil Company, Petro Distributing, Inc. (1997)
“Fla. StatAnn. § 672.202. Shukla contends that, under these principles, the DLSA must be read to include BP’s price support and credit card arrangements, and that Petro’s failure to continue BP’s practices breached the DLSA’s implied covenant of good faith and fair dealing.”
Apple Glen Investors, L.P. v. Express Scripts, Inc. (2017)
“Fla. Stat. § 672.202 & cmt. 1(c). Florida courts have also recognized that “evidence to show the meaning of technical terms, and the like, is not regarded as an exception to the parol evidence rule, because it does not contradict or vary the written instrument, but simply places…”
City of Boca Raton v. Gold Coast Construction, Inc. (1982)
“Section 672.202, Florida Statutes (1975), 1 did not prohibit the trial court from considering evidence outside these two unilateral memoranda: American’s bid to Gold Coast preceded its express warranty that the pipe would meet the job’s plans and specifications, and the purchase…”
First New England Fin. Corp. v. Woffard (1982)
“316, Florida Statutes (1981), provide: 1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate a limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this chapter…”
Frank Griffin Volkswagen, Inc. v. Smith (1992)
“§ 672.202(1) & (2), Fla. Stat. (1987) (UCC § 2-202(1) and (2)) (emphasis added).”
Gulf Power Co. v. Coalsales II, L.L.C. (2009)
“See Fla. Stat. § 672.202 . Furthermore, the court determines the parties’ intent from the four corners of the contract, and only considers extrinsic evidence to explain or clarify ambiguous or unclear language, none of which is present in the CSA.”
CH Robinson Co. v. L & M BROKERAGE CO. (1977)
“Section 672.202, Florida Statutes (1975).”
Gulf Power Company v. Coalsales II, LLC (2013)
“Fla. Stat. §§ 672.202 , 672.202 cmt. 1(c), 672.”
T.T. International Co., LTD v. BMP International, Inc. (2022)
“See § 672.202, Fla. Stat. Plaintiff contends that any testimony regarding an oral side deal conflicts with the Commercial Invoices, and therefore cannot be considered.”
— 672.202(1) — 2 cases
Sultan Chemists, Inc. v. United States Environmental Protection Agency (2002)
“” Fla. Stat. § 672.202 (2001). The PO decided, however, that the evidence offered was insufficient to establish a clear course of dealing.”
Frank Griffin Volkswagen, Inc. v. Smith (1992)
“§ 672.202(1) & (2), Fla. Stat. (1987) (UCC § 2-202(1) and (2)) (emphasis added).”
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