## Facts

- A concrete supplier (Southern) and a contractor (Mableton) executed a written supply contract in September 1972 for a power-plant foundation project near Carrollton, Georgia.
- The writing required Southern to supply “approximately 70,000 cubic yards” of concrete between September 1, 1972 and June 15, 1973 at $19.60 per cubic yard.
- The contract contained an integration clause stating: “No conditions which are not incorporated in this contract will be recognized.”
- During the contract period, Mableton ordered 12,542 cubic yards, asserting that was the total amount needed for the project.
- Southern sued in diversity seeking lost profits on the unpurchased portion of the stated quantity and reliance expenses, including more than $20,000 in raw materials acquired and delivered for the job.
- Before trial, Southern moved for an evidentiary ruling excluding Mableton’s proposed proof of trade usage and alleged additional terms.
- Mableton sought to introduce evidence that, by trade custom and side understandings, the stated quantity was not binding and both quantity and price were subject to renegotiation based on Mableton’s needs.

## Issues

1. Whether U.C.C. § 2-202 permits a buyer to introduce trade-usage and alleged additional-term evidence to treat an integrated written contract’s stated quantity (“approximately 70,000 cubic yards”) and fixed price as nonbinding and renegotiable.

## Decision

- The district court granted Southern’s motion and held Mableton’s proffered evidence inadmissible under U.C.C. § 2-202.
- The court ruled that the offered trade usage and additional terms would contradict, not explain or supplement, the contract’s express quantity and price provisions.
- The court treated “approximately” as permitting only reasonable variation, not elimination of any meaningful quantity obligation.
- The court relied on the integration clause as confirming that the writing was intended as the complete and exclusive statement of the parties’ agreement on key terms.
- The Fifth Circuit affirmed the district court’s judgment.

## Legal Principles

- Under U.C.C. § 2-202, a final written agreement may be explained or supplemented by usage of trade or course of dealing, and by consistent additional terms, but not by evidence that contradicts the writing’s express terms.
- A stated quantity term using “approximately” allows reasonable variance around the specified figure; it does not convert a fixed-quantity contract into a requirements-type arrangement absent contractual language to that effect.
- A merger or integration clause reinforces that unincorporated conditions are excluded and restricts the admission of alleged side terms that would alter essential obligations.
- Trade usage has an interpretive role and cannot be used to negate clear contractual commitments on quantity and price.

## Conclusion

The court enforced the written supply contract’s express quantity and fixed price by excluding evidence of trade usage and alleged side terms that would have transformed those obligations into nonbinding guidelines, holding such evidence barred by U.C.C. § 2-202 because it contradicted an integrated agreement.


Southern Concrete Servs., Inc. v. Mableton Contractors, Inc., 407 F. Supp. 581 (N.D. Ga. 1975), aff'd, 569 F.2d 1154 (5th Cir. 1978)