Tennessee § 47-2-202 - Final written expression — Parol or extrinsic evidence.

§ 47-2-202. 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 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: By course of performance, course of dealing or usage of trade, pursuant to § 47-1-303; and 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. Acts 1963, ch. 81, § 1 (2-202); Acts 2008, ch. 930, § 2. Amendments. The 2008 amendment rewrote (a), which read: “by course of dealing or usage of trade (§ 47-1-205 ) or by course of performance (§ 47-2-208 ); and”. Effective Dates. Acts 2008, ch. 930, § 15. July 1, 2008. Textbooks. Tennessee Jurisprudence, 6 Tenn. Juris., Commercial Law, §§ 3, 16, 36. Law Reviews. Lender Liability: A Survey of Common-Law Theories, 42 Vand. L. Rev. 855 (1989). Resolving Contractual Ambiguity in Tennessee: A Systematic Approach, 68 Tenn. L. Rev. 73 (2000). Written Agreements in the Lender-Borrower Context: The Illusion of Certainty, 42 Vand. L. Rev. 917 (1989). Cited: In re Estate of Upchurch, 62 Tenn. App. 634, 466 S.W.2d 886, 1970 Tenn. App. LEXIS 290 (Tenn. Ct. App. 1970); Hardin v. Cliff Pettit Motors, Inc., 407 F. Supp. 297, 1976 U.S. Dist. LEXIS 16945 (E.D. Tenn. 1976); McGee v. Nashville White Trucks, Inc., 633 S.W.2d 311, 1981 Tenn. App. LEXIS 594 (Tenn. Ct. App. 1981); Perryman v. Peterbilt of Knoxville, Inc., 708 S.W.2d 403, 1985 Tenn. App. LEXIS 3273 (Tenn. Ct. App. 1985); In re McFarland, 112 B.R. 906, 1990 Bankr. LEXIS 635 (Bankr. E.D. Tenn. 1990); Marlow v. Oakland Gin Co., 128 B.R. 987, 1991 Bankr. LEXIS 948 (Bankr. W.D. Tenn. 1991); Next Generation, Inc. v. Wal-Mart, Inc., 49 S.W.3d 860, 2001 Tenn. App. LEXIS 66 (Tenn. Ct. App. 2001); In re Music City RV, LLC, 304 S.W.3d 806, 2010 Tenn. LEXIS 86 (Tenn. Feb. 12, 2010); Ruth v. Home Health Care of Middle Tenn., LLC, — S.W.3d —, 2012 Tenn. App. LEXIS 693 (Tenn. Ct. App. Oct. 1, 2012); Gatlinburg Roadhouse Investors, LLC v. Porter, — S.W.3d —, 2012 Tenn. App. LEXIS 880 (Tenn. Ct. App. Dec. 20, 2012).