Fifty: Shades of Grey--Uncertainty About Extrinsic Evidence and Parol Evidence After All These UCC Years

David G. Epstein, University of Richmond
Adam L. Tate, University of Richmond
William Yaris, University of Richmond


Lawyers and judges have been working with the Uniform Commercial Code for about fifty years. Most states adopted the Uniform Commercial Code between 1960 and 1965.

Notwithstanding these years of experience and the importance of certainty to parties entering into commercial transactions, there is still considerable confusion over the use of extrinsic evidence, parol evidence and the parol evidence rule in answering the questions (1) what are the terms of a contract for the sale of goods and (2) what do those contract terms mean. No "black and white rules"-just various "shades of grey."

This essay explores the reasons for the confusion. While we do not formulate "black and white rules," we do propose a more transparent approach that emphasizes both the language used in the Uniform Commercial Code and the policy basis for that language.