13. Is the court likely to admit the evidence offered by the farmer?

The parol evidence rule bars parties to a written contract from presenting extrinsic evidence of terms in a contract that contradicts, modifies, or varies the terms of a written agreement when that written agreement is considered complete and finalized. A completely integrated agreement is an unambiguous written agreement that leaves no doubt that the parties intended it to be the final contract, and expresses the parties' full and exclusive agreement on a matter. Even if a court finds a written agreement to be completely integrated, outside evidence may be allowed to clarify terms in a contract when a term's meaning is ambiguous. The parol evidence rule does not bar extrinsic evidence offered to aid in the interpretation of existing terms.

Under § 2-202 of the UCC, contract terms that are intended by the parties to be the final expression of their agreement can't be contradicted by evidence of any previous agreement or contemporaneous oral agreement but may be explained or supplemented by evidence of «consistent additional terms.» These consistent additional terms can be based on (i) course of performance (UCC §2-208 (1) and Rest. 2d., §202(4)), which refers to the way the parties have conducted themselves in performing the particular contract at hand; (ii) course of dealing (UCC §1-205(1) and Rest. 2d., §223), which is a pattern of performance between the parties to the contract with respect to past contracts; and (iii) trade usage (UCC §1-205(2) and Rest. 2d., §222), which is any practice regularly observed in a place, vocation or trade as to justify an expectation that it will be observed with respect to the transaction in question.

The UCC allows trade usage (i.e., industry standard) to inform the interpretation of a contract and will be admitted in court, even if there is a completely integrated contract unless they can't be reasonably reconciled with express terms of the contract. The majority rule provides that trade usage will be viewed as consistent with an agreement's express language unless the usage completely negates specific express language.

D is correct. Evidence of trade usage that can reasonably be reconciled with the express terms of the contract, is admissible to aid in the interpretation of the written agreement. In this case, evidence that in the wheat business a promise to deliver a specified quantity is considered to be satisfied if the delivered quantity is within 5% of the specified quantity, is reasonably consistent with the agreement's express language, it is admissible to interpret or supplement the written agreement. Based on the majority rule that trade usage will be viewed as consistent with an agreement's express language unless the usage completely negates specific express language, evidence of the trade usage allowing for a variation of up to 5%, in this case, does not completely negate the written agreement. This trade usage evidence qualifies the express language calling for the delivery of 100,000 bushels of wheat, so there was no breach.

A is incorrect. As discussed above, evidence of trade usage in the wheat business that a promise to deliver a specified quantity is considered to be satisfied if the delivered quantity is within 5% of the specified quantity, is reasonably consistent with the agreement's express language. According to the majority rule, trade usage will be viewed as consistent with a contract's express language unless it completely negates the express language. Because evidence of the trade usage allowing for a variation of up to 5% does not completely negate the written agreement's express language, this trade usage evidence is admissible to qualify, rather than negate, the written agreement.

B is incorrect. The admissibility of trade usage is not contingent on whether a written agreement is completely integrated or partially integrated. The UCC allows trade usage to inform the interpretation of a contract and will be admitted in court, even if there is a completely integrated contract unless they can't be reasonably reconciled with the written agreement. In this case, trade usage is reasonably consistent with the written agreement and because evidence of consistent trade usage is admissible whether a contract is completely or partially integrated, there is no breach.

C is incorrect. For contracts for the sale of goods, the UCC requires «perfect tender» by the seller. Perfect tender means delivering goods that precisely meet the terms of the contract. According to the UCC, if the goods as tendered «fail in any respect to conform to the contract,» the buyer has various options, including rejecting the goods. The UCC generally does not generally allow for a party to fulfill contractual obligations through substantial performance. In contrast to substantial performance, under the UCC perfect tender rule, the seller is required to deliver the goods in perfect conformity with the terms of the contract. If the goods or tender of delivery fail, in any respect, to conform to the contract, the buyer has the right to accept the nonconforming goods, accept part and reject part of the goods, or reject the whole shipment. Exceptions to the perfect tender rule, however, include trade usage. Moreover, in this case, the offered evidence of usage allowing for a variation of up to 5%, would establish that there was no breach because, according to the trade usage standards, the farmer's delivery of 96,000 bushels was a performance that conformed to the agreement.