Can parol evidence be used to modify a written contract under the UCC?

The use of parol evidence in relation to modifying a written contract under the Uniform Commercial Code (UCC) is indeed permitted in certain circumstances, particularly to clarify ambiguities or to supplement the terms of the contract.

When parties enter into a written contract, the intent is often to encapsulate the entire agreement within that document. However, situations may arise where some terms are unclear, or additional terms are needed to fully understand the parties' intentions. In these cases, parol evidence—oral or written statements made prior to or at the same time as the contract—is allowed to clarify those ambiguities or to explain the context in which the contract was made.

The UCC, which governs commercial transactions in the United States, recognizes that rigid adherence to the written terms without any allowance for contextual interpretation does not always serve the interest of justice or the fair intent of the parties. As such, it provides room for the introduction of parol evidence specifically to address and clarify issues that may not be explicitly covered in the written contract.

By allowing the introduction of parol evidence under certain circumstances, particularly when it clarifies ambiguities, the UCC helps ensure that agreements reflect the true intentions of the contracting parties.