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HomeCommercial CodeDiv. 10Ch. 2§ 10202 Confirmatory Memoranda Terms

§ 10202 Confirmatory Memoranda Terms

Commercial Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 10202 Confirmatory Memoranda Terms

This law says that if people write down their agreement, they can't later say there was a different deal. But they can add details if it makes sense with how they usually do things.

Key Takeaways

  • •If you write down an agreement, you can't change it later by saying there was a different deal.
  • •You can add details if it's something you both usually do in similar situations.
  • •If the written agreement was meant to be the full deal, you can't add extra stuff.

Example

You and your friend write down that you'll sell your bike for $100.

Later, your friend can't say you also promised to give them a free helmet unless you both usually do things like that when selling bikes.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 10202 Confirmatory Memoranda Terms

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: (a) By course of dealing or usage of trade or by course of performance; and (b) 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. (Amended by Stats. 2023, Ch. 210, Sec. 78. (SB 95) Effective January 1, 2024.)

Last verified: January 10, 2026

Key Terms

confirmatory memorandafinal expression of their agreementcourse of dealingusage of tradecourse of performanceconsistent additional terms

Related Statutes

  • § 2202 Final Written Terms Supremacy
  • § 1303 Trade Conduct Definitions
  • § 10201 Lease Contract Enforcement Requirements
  • § 10204 Lease Contract Formation Rules
  • § 10205 Irrevocable Lease Offer Terms

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Commercial Code. Section 10202.
View Official Source