- Is the trade-usage evidence admissible to explain the contract?
Answer: No, because an express term controls a conflicting usage of trade, and the evidence would contradict 'short ton.'
Under the UCC, usage of trade may explain or supplement a written contract, but it cannot contradict an express term. The express term 'short ton' controls, so the offered usage—that 'short ton' means metric ton—is inadmissible. (A) states the general rule but ignores the contradiction; (B) mischaracterizes the usage as a consistent additional term; (C) incorrectly says usage is admissible only for ambiguity.
- Is the buyer's evidence admissible?
Answer: Yes, because the term 'the lakefront lot' is ambiguous as applied to the facts, and extrinsic evidence may be used to identify the subject matter.
When a written term is ambiguous as applied to the facts, extrinsic evidence is admissible to identify the subject matter. Because both lots are lakefront, 'the lakefront lot' is latently ambiguous, so the buyer may introduce negotiations showing the parties meant Lot 7. (A) misapplies the rule to a latent ambiguity; (B) incorrectly restricts the evidence to post-signing statements; (D) is wrong because real-property contracts are fully subject to the parol evidence rule.
- Is the tenant's evidence of the oral promise barred?
Answer: No, because the document was not intended to be a final written agreement, so the parol evidence rule does not apply.
The parol evidence rule only excludes prior or contemporaneous evidence that varies a writing intended as a final integration. The 'Lease Proposal' expressly says it is not a lease and that a later lease will be signed, so it was not intended as a final agreement; the rule does not bar the evidence. (B) overstates the rule; (C) is contrary to the document's language; (D) is a false limitation on the rule.
- Is the oral modification admissible?
Answer: Yes, because the parol evidence rule applies only to prior and contemporaneous agreements, and the UCC permits modification without new consideration.
The parol evidence rule applies only to prior or contemporaneous agreements; it does not bar proof of a later modification. Under the UCC, a modification needs no consideration, and because the contract did not require written modifications, the oral modification is admissible. (B) mislabels the fire as impracticability; (C) ignores the subsequent-agreement distinction; (D) is wrong because UCC modifications generally need not be in writing absent a no-oral-modification clause.
- Is Deltaco's testimony admissible?
Answer: No, because the writing's complete-and-exclusive clause bars proof of a prior additional term, even a consistent one.
Under UCC 2-202, a writing intended as a final expression may be supplemented by consistent additional terms unless the writing is also a complete and exclusive statement. The purchase order's bold merger clause makes it complete and exclusive, so the prior oral right of first refusal is barred even though it is consistent with the sale terms. (A) states the general UCC rule but ignores the complete-exclusive clause; (B) incorrectly treats pre-signing intent as a free pass; (D) is wrong because the right of first refusal need not have separate consideration if it is part of the same bargain.
- Is the retailer's evidence of course of dealing admissible to vary the payment term?
Answer: No, because an express term controls a conflicting course of dealing, and the evidence would contradict the payment term.
Course of dealing is admissible to explain or supplement, but an express term prevails over a conflicting course of dealing. The 'net 30 days' term is express, so the prior 60-day practice cannot change it. (A) is overbroad; (B) confuses integration with the express-term hierarchy; (D) is wrong because course of dealing can apply to merchant and non-merchant parties.
- Is the retailer's testimony admissible?
Answer: Yes, because evidence of an oral condition precedent to the legal effectiveness of a writing is admissible to show the contract never became operative.
Parol evidence is admissible to show that a written agreement was not intended to become operative until the occurrence of a condition precedent. The retailer's testimony goes to formation and effectiveness, not to varying an existing contract's terms. (B) is overbroad—partial integration does not admit all prior oral terms; (C) states the opposite of the condition-precedent exception; (D) incorrectly treats signature as conclusive.
