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 performance, course of dealing, or usage of trade (KRS 355.1-303); 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. Effective: January 1, 2025 History: Amended 2024 Ky. Acts ch. 10, sec. 8, effective January 1, 2025. -- Amended 2006 Ky. Acts ch. 242, sec. 26, effective July 12, 2006. -- Created 1958 Ky. Acts ch. 77, sec. 2-202, effective July 1, 1960. Legislative Research Commission Note (7/12/2006). Under the authority of KRS 7.136(1), the Reviser of Statutes has changed the internal numbering system in this statute by inserting subsection numbers [(1) and (2)] in place of paragraph designations [(a) and (b)]. The words in the text were not changed.
Notes of Decisions
A & a Mech., Inc. v. Thermal Equip. Sales, Inc., 998 S.W.2d 505 (Ky. Ct. App. 1999).
“Article Two of the UCC has retained a parol evidence rule, KRS 355.2-202, but the rule applies only to writings or memo-randa clearly “intended by the parties as a final expression of their agreement with respect to such terms as are included therein.”
Wickliffe Farms, Inc. v. Owensboro Grain Co., 684 S.W.2d 17 (Ky. Ct. App. 1984).
“Wickliffe urges that KRS 355.2-202 permits contradiction of the written terms of the parties’ intention by admission of proof of a contemporaneous oral agreement.”
J.P. Morgan Delaware v. Onyx Arabians II, Ltd., 825 F. Supp. 146 (W.D. Ky. 1993).
“One such exception is codified at KRS 355.2-202(b) which provides that evidence of a contemporaneous oral agreement which contains additional terms consistent with a written agreement is admissible to supplement the meaning of the written agreement “unless the court finds the…”
Versailles Farm, Home & Garden, LLC v. Harvey Haynes (Ky. 2022).
“As stated in the commentary, the authentication of a security agreement “compli[es] with an evidentiary requirement in the nature of the Statute of Frauds[,]” and “represents the most basic of the evidentiary 12 See also KRS 355.2-202(1) (final written agreement under U.”
Psc Indus., Inc. v. Toyota Boshoku Am., Inc. (Ky. Ct. App. 2022).
“The Kentucky Uniform Commercial Code codifies the parol evidence rule at KRS 355.2-202. The framework letter agreements in question constitute a -7- “writing intended by the parties as a final expression of their agreement[,]” and therefore “may not be contradicted by evidence…”
— Ky. Rev. Stat. § 355.2-202(1) — 1 case
Versailles Farm, Home & Garden, LLC v. Harvey Haynes (Ky. 2022).
“As stated in the commentary, the authentication of a security agreement “compli[es] with an evidentiary requirement in the nature of the Statute of Frauds[,]” and “represents the most basic of the evidentiary 12 See also KRS 355.2-202(1) (final written agreement under U.”
— Ky. Rev. Stat. § 355.2-202(a) — 1 case
— Ky. Rev. Stat. § 355.2-202(b) — 1 case
J.P. Morgan Delaware v. Onyx Arabians II, Ltd., 825 F. Supp. 146 (W.D. Ky. 1993).
“One such exception is codified at KRS 355.2-202(b) which provides that evidence of a contemporaneous oral agreement which contains additional terms consistent with a written agreement is admissible to supplement the meaning of the written agreement “unless the court finds the…”
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.