Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962

Mich. Comp. Laws § 440.2202

Final written expression of agreement; parol or extrinsic evidence.

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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2202 Final written expression of agreement; parol or extrinsic evidence.

Sec. 2202.

    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 those terms as are included in that memoranda or writing may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by any of the following:

    (a) By course of performance, course of dealing, or usage of trade under section 1303.

    (b) 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: 1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013

Notes of Decisions
Cited in 31 cases (3 in the last 5 years), 1968–2025 · leading case: In Re Frost Estate
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In Re Frost Estate (1983) michctapp · cites it 6× “MCL 440.2202; MSA 19.2202. While there is not Michigan case law precisely on point, we are in agreement with appellant that the requisite quantity term was supplied by the written agreement in the instant case.”
Bar's Products Inc. v. Bars Products International Inc. (2016) ca6 · cites it 2× “At trial and on appeal, Bars maintains it should be bound only by the single agreement it signed. The parol evidence rule forbids the introduction of evidence of prior or contemporaneous agreements to vary the terms of a written instrument that purports to be the “final…”
Hamade v. Sunoco, Inc. (2006) michctapp “14 The parol evidence rule applicable to transactions in goods is codified at MCL 440.2202.”
Tigg Corporation v. Dow Corning Corporation (1987) ca3 “Mich.Comp.Laws Ann. § 440.2202, 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…”
Allmand Associates, Inc. v. Hercules Inc. (1997) mied · cites it 2× “, Mich.Comp. Laws § 440.2202, makes clear that evidence of warranties or representations which were given prior to the date of an agreement for the sale of a good are barred if the contract was intended as the final expression of the parties’ agreement.”
Baker v. Dec International (1998) mich · cites it 2× “§ 440.2202; M.S.A. § 19.2202, which provides: 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…”
United Precision Products Company v. Avco Corporation (2013) ca6 · cites it 4× “See Mich. Comp. Laws § 440.2202 (b) (“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…”
Hamade v. SUNOCO, INC.(R & M) (2006) michctapp “[14] The parol evidence rule applicable to transactions in goods is codified at MCL 440.2202.”
Andersons, Inc. v. Horton Farms, Inc. (1998) ca6 · cites it 2× “See Mich. Comp. Laws Ann. § 440.2202 . That some of the contracts in question were in fact rolled forward, however, does not mean that they may be rolled forward, “infinitely.”
Olga's Kitchen of Hayward, Inc. v. Papo (1985) mied “-2202; Michigan Compiled Laws § 440.2202 provides: “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…”
Great Northern Packaging, Inc. v. General Tire & Rubber Co. (1986) michctapp “The Court later stated: Once a quantity term is found to exist in the agreement, the agreement need not fail because the quantity term is not precise.”
East Lansing State Bank v. Red Cedar Construction Co. (In Re Red Cedar Construction Co.) (1986) miwb · cites it 2× “See, also, Mich.Comp.Laws § 440.2202 (1961) (Mich.Stat.”
Show all 31 citing cases →
— Mich. Comp. Laws § 440.2202(a) — 4 cases
In Re Frost Estate (1983) michctapp “MCL 440.2202; MSA 19.2202. While there is not Michigan case law precisely on point, we are in agreement with appellant that the requisite quantity term was supplied by the written agreement in the instant case.”
Skyline Steel Corp. v. A.J. Dupuis Co. (1986) mied
Gest v. Frost (1983) michctapp
Bekum America Corp v. Scantibodies Laboratory Inc (2025) michctapp
— Mich. Comp. Laws § 440.2202(b) — 2 cases
In Re Frost Estate (1983) michctapp “MCL 440.2202; MSA 19.2202. While there is not Michigan case law precisely on point, we are in agreement with appellant that the requisite quantity term was supplied by the written agreement in the instant case.”
Gest v. Frost (1983) michctapp
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