Okla. Stat. tit. 12A, § 2-202
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in awriting 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
(b) 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.
Oklahoma Code Comment
Oklahoma law is changed by this section.
The Oklahoma parol evidence rule, 16 O.S. § 137 reads: "The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter, which preceded or accompanied the execution of the instrument." Comparing this language to the Commercial Code, we find these differences:
Previous Oklahoma decisions held it was presumed that the written contract was intended to include all the terms of the agreement. Warren v. Pulley, 183 Okl. 88, 141 P.2d 288 (1943). There is no such presumption under the Commercial Code
Previous Oklahoma decisions held that evidence of custom, usage, course of dealing, or evidence of consistent additional terms could be introduced only:
When the language of the contract is ambiguous, Manley v. Boling, 186 Okl. 59, 96 P.2d 30, (1939), Rence v. Blubaugh, Okl., 285 P.2d 414 (1955), or
When the written contract does not purport to include all the terms of the agreement, Wat Henry Pontiac Co. v. Bradley, 202 Okl. 82, 210 P.2d 348 (1949).
The second purpose of this section stated in the Comments is similar to the provisions of 15 O.S. §§ 160, 161.
Uniform Commercial Code Comment
The Uniform Commercial Code was developed by The American Law Institute and the National Conference of Commissioners on Uniform State Laws. These organizations hold the copyright on the official comments to the Uniform Commercial Code. The Oklahoma Supreme Court attempted but was unable to obtain permission to reproduce the Official Comments here. For more information on these organizations, click on the links above. To email your comments, click on one of the links below.
The American Law Institute
4025 Chestnut Street
Philadelphia, PA 19104
Phone: (215) 243-1600
FAX: (215) 243-1664
Email
National Conference of Commissioners on Uniform State Laws
676 N. St. Clair Street, Suite 1700
Chicago, Illinois 60611
(312) 915-0195
Email
Definitional Cross References:
"Agreed" and "agreement". Section 1-201.
"Course of dealing". Section 1-205.
"Parties". Section 1-201.
"Term". Section 1-201.
"Usage of trade". Section 1-205.
"Written" and "writing". Section 1-201.
Laws 1961, p. 77, § 2-202.