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HomeCommercial CodeDiv. 2Ch. 2§ 2202 Final Written Terms Supremacy

§ 2202 Final Written Terms Supremacy

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

§ 2202 Final Written Terms Supremacy

Key Takeaways

  • •If two people write down their agreement, they can't later say 'but we had a different deal before'.
  • •The written deal is what counts, not what they said before or at the same time.
  • •They can add more details if both sides did things the same way before or if it's a common way of doing business.
  • •They can also add extra terms if the written deal wasn't meant to be the only deal.

Example

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

Later, your friend can't say 'but you promised to sell it for $80 before we wrote it down'. The written $100 is what matters. But if you always let your friend pay late before, that can be part of the deal too.

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

Official Source
View on CA.gov

§ 2202 Final Written Terms Supremacy

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, course of performance, or usage of trade (Section 1303); 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. 8. (SB 95) Effective January 1, 2024.)

Last verified: January 23, 2026

Key Terms

confirmatory memorandafinal expression of their agreementcourse of dealingcourse of performanceusage of tradeconsistent additional terms

Related Statutes

  • § 10202 Confirmatory Memoranda Terms
  • § 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 2202.
View Official Source