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d. Nonjudicial Admissions The UCC is silent on whether nonjudicial admissions (admissions outside the context of a judicial proceeding) can remove a contract from the statute of frauds. Most courts appear to answer this question in the affirmative. Other courts, though, hold that only a judicial admission can remove a contract from the statute of frauds. [ See 2 Anderson U.C.C. § 2- 201:303 (3d. ed.), Westlaw (database updated Dec. 2020).] 12.Exception for Part Performance A valid contract subject to the statute of frauds is enforceable even without a writing concerning goods (1) that have been both received and accepted or (2) that have been paid for, provided payment was accepted. This rule is sometimes called the part-performance exception to the statute of frauds. This rule renders the contract enforceable only to the extent of goods received and accepted or goods paid for (if payment was accepted), and not to the extent of any additional goods that the oral contract might have contemplated. [U.C.C. § 2-201(3)(c), cmt. 2 (1951).] The Parol-Evidence Rule UCC Article 2 sets forth its own version of the parol-evidence rule. Article 2’s parol-evidence rule covers two basic types of contractual terms. The first embraces those terms on which the parties’ confirmatory memoranda agree. The second includes terms set forth in a writing, provided the parties intended the writing to be the final expression of their agreement on any terms set forth in the writing. This outline refers to these two types of terms collectively as integrated terms . [U.C.C. § 2-202 (1951).] 1. General Treatment of Integrated Terms Under § 2-202, integrated terms cannot be contradicted by any extrinsic evidence of (1) any prior agreement, whether written or oral, or (2) any contemporaneous oral agreement. It is always permissible, however, to supplement or explain integrated terms (but not to contradict them) with evidence of (1) course of performance, (2) course of dealing, or (3) usage of trade. It is also permissible to supplement or explain (but not contradict) integrated terms with evidence of additional terms that are consistent with the integrated terms—unless the written agreement is fully integrated. The agreement is fully integrated, in turn, if the court finds that the parties intended the writing to be the final, complete, and exclusive statement of their agreement’s terms. [U.C.C. § 2-202 (1951); Course of Performance, Course of Dealing, and Usage of Trade, infra .] 2. Relevance of Ambiguity to Article 2’s Parol-Evidence Rule Of course, a term is ambiguous if it is susceptible to more than one reasonable interpretation.
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