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NC General Statutes

N.C. Gen. Stat. § 25-2-202 (2026)

Final expression; parol or extrinsic evidence

✓ current as of July 2026
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Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to the terms included in it shall not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by the following:

(1) By course of dealing or usage of trade (G.S. 25-1-205) or by course of performance (G.S. 25-2-208).

(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.  (1965, c. 700, s. 1; 2006-112, s. 3; 2025-25, s. 117.)

 

Notes of Decisions
Cited in 24 cases (4 in the last 5 years), 1972–2026 · leading case: Godfrey v. Res-Care, Inc., 598 S.E.2d 396 (N.C. Ct. App. 2004).
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Godfrey v. Res-Care, Inc., 598 S.E.2d 396 (N.C. Ct. App. 2004). · cites it 2× “2d 99, 101 (1984); N.C. Gen. Stat. § 25-2-202 (2003). In the instant case, the Agreement contained the following merger clause: Entire Agreement.”
Clean Burn Fuels, LLC v. Purdue BioEnergy, LLC (In re Clean Burn Fuels, LLC), 492 B.R. 445 (Bankr. M.D.N.C. 2013). · cites it 5× “’”). The Parol Evidence Rule is codified in North Carolina, as follows: 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…”
Neugent v. Beroth Oil Co., 560 S.E.2d 829 (N.C. Ct. App. 2002). · cites it 2× “§ 25-2-607, (12) corporate veil, (13) estoppel, (14) failure of consideration, (15) rejection of offer, (16) ratification, and (17) G.S. § 25-2-202. On 26 October 1999, plaintiff and counterclaim-defendant replied to Beroth’s counterclaim and affirmatively pled the defenses of…”
Ace, Inc. v. Maynard, 423 S.E.2d 504 (N.C. Ct. App. 1992). · cites it 4× “*247 N.C.G.S. § 25-2-202 (1986). The reference to the parol evidence rule in Section 25-2-316(1) is intended to protect the seller “against false allegations of oral warranties.”
Smith v. Cent. Soya of Athens, Inc., 604 F. Supp. 518 (E.D.N.C. 1985). · cites it 3× “§ 25-2-202. The UCC’s sales provisions focus on contracts for the sale of goods and are not applicable to contracts for the rendition of services.”
Custom Molders, Inc. v. Roper Corp., 401 S.E.2d 96 (N.C. Ct. App. 1991). · cites it 3× “I am of the opinion that under the provisions of our Uniform Commercial Code, G.S. § 25-2-202, plaintiff was not confined to the written terms of the purchase orders.”
Muther-Ballenger v. Griffin Elec. Consultants, Inc., 397 S.E.2d 247 (N.C. Ct. App. 1990). · cites it 2× “The parol evidence rule bars admission of evidence of any contemporaneous oral agreements or any prior agreements which contradict the terms of the parties’ final written agreement.”
Phelps v. Spivey, 486 S.E.2d 226 (N.C. Ct. App. 1997). · cites it 2× “The Parol Evidence Rule, codified in N.C. Gen. Stat. § 25-2-202 (1995) provides: *697 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…”
Smith v. Hudson, 269 S.E.2d 172 (N.C. Ct. App. 1980). · cites it 2× “Helms, supra; N.C. Gen. Stat. § 25-2-202 (b); 32A C.J.S.”
Billings v. Joseph Harris Co., Inc., 226 S.E.2d 321 (N.C. 1976). “— (1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this article on parol or extrinsic evidence ■(§…”
Performance Motors, Inc. v. Allen, 186 S.E.2d 161 (N.C. 1972). “” G.S. 25-2-202. Here, the evidence of both parties shows that the mobile home was1 to be delivered and set up on defendant’s lot.”
BFC Chemicals, Inc. v. Smith-Douglass, Inc., 46 B.R. 1009 (E.D.N.C. 1985). “(4) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this article (§ 25-2-201) and as contradicting the sale aspect of the contract within the provisions of this article on parol or extrinsic…”
Show all 24 citing cases →
— N.C. Gen. Stat. § 25-2-202(a) — 5 cases
Clean Burn Fuels, LLC v. Purdue BioEnergy, LLC (In re Clean Burn Fuels, LLC), 492 B.R. 445 (Bankr. M.D.N.C. 2013). “’”). The Parol Evidence Rule is codified in North Carolina, as follows: 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…”
Robinson v. Branch Moving & Storage Co., 221 S.E.2d 81 (N.C. Ct. App. 1976).
Braswell Egg Co., Inc. v. Poultry Mgmt. Sys., Inc. (E.D.N.C. 2020).
Fiber Indus., Inc. v. Salem Carpet Mills, Inc., 315 S.E.2d 735 (N.C. Ct. App. 1984).
Maxwell Foods, LLC v. Smithfield Foods, Inc., 2021 NCBC 50 (N.C. Bus. Ct. 2021).
— N.C. Gen. Stat. § 25-2-202(b) — 2 cases
Consol. Distrib. Corp. v. McLawhorn (N.C. Ct. App. 2025).
Fiber Indus., Inc. v. Salem Carpet Mills, Inc., 315 S.E.2d 735 (N.C. Ct. App. 1984).
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