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Illinois Compiled Statutes

810 ILCS 5/2-202 (2026)

Final expression: parol or extrinsic evidence

✓ current as of May 2026
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(810 ILCS 5/2-202) (from Ch. 26, par. 2-202)
    Sec. 2-202. 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:
        (a) by course of performance, course of dealing, or
    
usage of trade (Section 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: P.A. 103-1036, eff. 1-1-25.)

    
Notes of Decisions
Cited in 11 cases (1 in the last 5 years), 1993–2023 · leading case: Berryman Transfer & Storage Co., Inc. v. New Prime, Inc., 802 N.E.2d 1285 (Ill. App. Ct. 2004).
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Berryman Transfer & Storage Co., Inc. v. New Prime, Inc., 802 N.E.2d 1285 (Ill. App. Ct. 2004). · cites it 2× “See 810 ILCS 5/2-202, 1-205 (West 2002). In the present case, however, it is clear an ambiguity exists.”
Bombardier Capital, Inc. v. Dobek (In Re Dobek), 278 B.R. 496 (Bankr. N.D. Ill. 2002). “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 or usage of trade (Section 1-205) or…”
Regency Com. Assocs., LLC v. Lopax, Inc., 869 N.E.2d 310 (Ill. App. Ct. 2007). “, the Uniform Commercial Code (810 ILCS 5/2-202 (West 2004)), which allows terms to be explained or supplemented by usage of trade, or *327 course of performance, but not contradicted by evidence of any prior agreement.”
Magallanes Inv., Inc. v. Circuit Sys., Inc., 994 F.2d 1214 (7th Cir. 1993). · cites it 2× “The UCC also provides that written agreements “may be explained or supplemented [ ] by course of dealing or usage of trade * * 810 ILCS 5/2-202(a). Comment 1(c) to this provision expressly rejects the rule that a court must find the language of a writing ambiguous before it…”
McMahon Food Corp., & Counterdefendant-Appellant v. Burger Dairy Co., & Counterplaintiff-Appellee, 103 F.3d 1307 (7th Cir. 1997). “2d 1215, 1219 (1994) (citing Restatement (Second) of Contracts § 214 5 and 810 ILCS 5/2-202). Indeed, under the U.C.”
Chicago United Indus., Ltd. v. City of Chicago, 685 F. Supp. 2d 791 (N.D. Ill. 2010). “2005); see also 810 ILCS 5/2-202(a) (written contract terms may be explained or supplemented “by course of performance, course of dealing, or usage of trade”).”
Griggsville-Perry Cmty. Unit Sch. Dist. No. 4 v. IIllinois Educ. Labor Relations Bd., 2011 IL App (4th) 110210 (Ill. App. Ct. 2011). “Under the Uniform Commercial Code (810 ILCS 5/2-202 (West 2008)), for example, course of dealing, usage of trade, and course of performance may be considered to explain or supplement the terms of an agreement.”
Alvin Roberts, Sr. v. Beacon Funding Corp. (Ga. Ct. App. 2023). · cites it 4× “But Beacon’s acceleration and repossession letters did not represent additional terms of the lease or evidence that the lease was incomplete; rather, those letters sought to enforce 5 810 ILCS 5/2-202; accord OCGA § 11-2-202.”
Berryman Transfer & Storage Co. v. New Prime, Inc. (Ill. App. Ct. 2004). · cites it 2× “See 810 ILCS 5/2-202, 1-205 (West 2002). In the present case, however, it is clear an ambiguity exists.”
Midwest Builders v. Lord & Essex (Ill. App. Ct. 2007). “810 ILCS 5/2-202(a) (2006). The policy behind this broad doctrine of waiver in contract law is to “prevent the waiving party from ‘lull[ing] another into a false assurance that strict compliance with a contractual duty will not be required and then sue for noncompliance.”
Perry Cmty. v. Educ. Labor Relations, 963 N.E.2d 332 (Ill. App. Ct. 2011). “Under the Uniform Commercial Code (810 ILCS 5/2-202 (West 2008)), for example, course of dealing, usage of trade, and course of performance may be considered to explain or supplement the terms of an agreement.”
— 810 ILCS 5/2-202(a) — 3 cases
Magallanes Inv., Inc. v. Circuit Sys., Inc., 994 F.2d 1214 (7th Cir. 1993). “The UCC also provides that written agreements “may be explained or supplemented [ ] by course of dealing or usage of trade * * 810 ILCS 5/2-202(a). Comment 1(c) to this provision expressly rejects the rule that a court must find the language of a writing ambiguous before it…”
Chicago United Indus., Ltd. v. City of Chicago, 685 F. Supp. 2d 791 (N.D. Ill. 2010). “2005); see also 810 ILCS 5/2-202(a) (written contract terms may be explained or supplemented “by course of performance, course of dealing, or usage of trade”).”
Midwest Builders v. Lord & Essex (Ill. App. Ct. 2007). “810 ILCS 5/2-202(a) (2006). The policy behind this broad doctrine of waiver in contract law is to “prevent the waiving party from ‘lull[ing] another into a false assurance that strict compliance with a contractual duty will not be required and then sue for noncompliance.”
— 810 ILCS 5/2-202(b) — 2 cases
Berryman Transfer & Storage Co., Inc. v. New Prime, Inc., 802 N.E.2d 1285 (Ill. App. Ct. 2004). “See 810 ILCS 5/2-202, 1-205 (West 2002). In the present case, however, it is clear an ambiguity exists.”
Berryman Transfer & Storage Co. v. New Prime, Inc. (Ill. App. Ct. 2004). “See 810 ILCS 5/2-202, 1-205 (West 2002). In the present case, however, it is clear an ambiguity exists.”
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