ORS 72.2020¹
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:

(1) By course of dealing or usage of trade as provided in ORS 71.2050 (Course of dealing and usage of trade) or by course of performance as provided in ORS 72.2080 (Course of performance or practical construction); and

(2) 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. [1961 c.726 §72.2020 (Final written expression: parol or extrinsic evidence)]

Notes of Decisions

Extrinsic evidence was admissible, under this sec­tion, to determine whether defendant signed contract in representative capacity. Jenks-White Seed Co. v. Riddell, 47 Or App 573, 614 P2d 1221 (1980)

Court does not have to find writing ambiguous before allowing admission of evidence of prior dealings. Jenks-White Seed Co. v. Riddell, 47 Or App 573, 614 P2d 1221 (1980)

Where merger clause which indicated contract was intended to be complete and exclusive expression of agree­ment was not conspicuous and to give it effect would be "unconscionable," parol evidence rule did not bar evidence of express oral warranties. Seibel v. Layne & Bowler, Inc., 56 Or App 387, 641 P2d 668 (1982), Sup Ct review denied

When party admits to oral agree­ment related to and not inconsistent with written agree­ment, written agree­ment may not represent "complete and exclusive" state­ment of parties, and consistent addi­tional terms from oral agree­ment may then be admitted. Deerfield Commodities v. Nerco, Inc., 72 Or App 305, 696 P2d 1096 (1985), Sup Ct review denied

To decide whether terms of contract are integrated in writing, court must consider all relevant circumstances to resolve preliminary issues of historical fact, then determine legal effects of those facts. Wescold, Inc. v. Logan Interna­tional, Ltd., 120 Or App 512, 852 P2d 960 (1993), Sup Ct review denied

Court determina­tion on how court finding of fact re­gard­ing docu­ment and party intent affects admissibility of evidence is reviewable as matter of law. Wescold, Inc. v. Logan Interna­tional, Ltd., 120 Or App 512, 852 P2d 960 (1993), Sup Ct review denied

Law Review Cita­tions

28 WLR 223 (1992)

Chapter 72

Law Review Cita­tions

53 OLR 468-473 (1974); 58 OLR 545 (1980)

1 Legislative Counsel Committee, CHAPTER 72—Sales, https://­www.­oregonlegislature.­gov/­bills_laws/­Archive/­2007ors72.­pdf (2007) (last ac­cessed Feb. 12, 2009).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2007, Chapter 72, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­072ano.­htm (2007) (last ac­cessed Feb. 12, 2009).
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent. Currency Information