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Tennessee Code Annotated

Tenn. Code Ann. § 47-2-202 (2026)

Final written expression - Parol or extrinsic evidence

✓ current as of May 2026
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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 any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

Acts 1963, ch. 81, § 1 (2-202); Acts 2008, ch. 930, § 2.

Notes of Decisions
Cited in 27 cases (1 in the last 5 years), 1966–2023 · leading case: Individual Healthcare Specialists, Inc. v. Bluecross Blueshield of Tennessee, Inc., 566 S.W.3d 671 (Tenn. 2019).
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Individual Healthcare Specialists, Inc. v. Bluecross Blueshield of Tennessee, Inc., 566 S.W.3d 671 (Tenn. 2019). · cites it 2× “See Tenn. Code Ann. § 47-2-202 (Supp. 2017) (providing that terms in written agreements may not be contradicted by extrinsic evidence but may be explained or supplemented "[b]y evidence of consistent additional terms unless the court finds the writing to have been intended also…”
Cadence Bank, NA v. The Alpha Trust, 473 S.W.3d 756 (Tenn. Ct. App. 2015). · cites it 4× “Tenn. Code Ann. § 47-2-202 . However, evidence of a subsequent agreement, such as alleged here, after the execution of the written agreement, is not barred by the parol evidence rule.”
Airline Constr., Inc. v. Barr, 807 S.W.2d 247 (Tenn. Ct. App. 1990). · cites it 2× “This well established rule at common law is also embodied in T.C.A. § 47-2-202: Final written expression—Parol or extrinsic evidence.”
Allen v. Smith (In re Smith), 567 B.R. 529 (Bankr. M.D. Tenn. 2017). · cites it 2× “2000) (citing T.C.A. § 47-2-202). Moreover, as pointed out by Mr.”
Next Generation, Inc. v. Wal-Mart, Inc., 49 S.W.3d 860 (Tenn. Ct. App. 2000). · cites it 2× “See Tenn. Code Ann. § 47-2-202 and Ark. Code Ann.”
Harry J. Whelchel Co. v. Ripley Tractor Co., 900 S.W.2d 691 (Tenn. Ct. App. 1995). · cites it 2× “— 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…”
McCloud v. Woods (In Re Tom Woods Used Cars, Inc.), 23 B.R. 563 (Bankr. E.D. Tenn. 1982). · cites it 2× “Tenn.Code Ann. § 47-2-202. It 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 therein…”
Perryman v. Peterbilt of Knoxville, Inc., 708 S.W.2d 403 (Tenn. Ct. App. 1985). · cites it 2× “See T.C.A. § 47-2-202. Also, Comment 2 under T.”
Weaver v. Ford Motor Credit Co. (In re McFarland), 112 B.R. 906 (Bankr. E.D. Tenn. 1990). · cites it 2× “Although the purchase option contract covering the Bronco was not executed by a representative of Gary Yeomans, this fact is not significant in the resolution of this case.”
Bd. of Directors v. Sw. Petroleum Corp., 757 S.W.2d 669 (Tenn. Ct. App. 1988). “— (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 chapter on parol or extrinsic evidence (§…”
Marlow v. Oakland Gin Co. (In Re Julien Co.), 128 B.R. 987 (Bankr. W.D. Tenn. 1991). “Tennessee Code Annotated § 47-2-202. 3 . See ¶ 6, affidavit of Mr.”
Notredan, LLC v. Old Repub. Exch. Facilitator Co., 875 F. Supp. 2d 780 (W.D. Tenn. 2012). “§ 47-l-303(d); see also § 47-2-202 (“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…”
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