FORT LAUDERDALE BUSINESS LITIGATION: ACCOUNT STATED AND OPEN ACCOUNT

Business litigants owed money by another usually sue for breach of contract. However, there are other common law claims that can be asserted along with, or instead of, breach of contract to recover a debt owed by another. One potential claim is called an account stated and other potential claim is called open account. The two claims are similar but have important difference. We explain the claims and their differences below. The Fort Lauderdale business litigation attorneys of the Mavrick Law Firm represent businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.

An action for account stated is an action for a sum certain. Monte Produce, Inc. v. Delgado, 126 Ariz. 320, 614 P. 2d 862 (1980). Therefore, an account stated exists when there is an agreement between the parties that a certain balance is correct and due and an express or implicit promise to pay that balance. Merrill-Stevens Dry Dock Co. v. Corniche Exp., 400 So. 2d 1286 (Fla. 3d DCA  1981). The agreement can be implicit. Breezy Bay, Inc. v. Industria Maquiladora Mexicana, S.A., 361 So. 2d 440 (Fla. 3d DCA 1978) (implicitly admitted to correctness of invoices). Therefore, a prima facie case for the correctness of the account and the liability of the debtor is made implicitly when an account statement is “rendered to[,] and received by[,] one who made no objection thereto within a reasonable time,” Daytona Bridge Co. v. Bond, 36 So. 445 (Fla. 1904).  

The existence of an objection to an invoice by itself does not automatically nullify the ability to assert an account stated claim because the objection must pertain to the amount due as stated on the invoice. Federated Dep’t Stores, Inc. v. Antigo Indus., Inc., 297 So. 2d 591 (Fla. 3d DCA 1974). Objection regarding other issues do not preclude an account stated claim. In Federated Dep’t Stores, Inc. v. Antigo Indus., Inc., the defendant objected to the invoice giving rise to the account stated claim because the defendant was owed a set-off credit for past services. The court determined this objection did not preclude the account stated claim because the objection was not directed to the amount of the invoice. Consequently, an implicit agreement as to the amount was formed.

An open account is harder to define than account stated. H & H Design Builders, Inc. v. Travelers’ Indem. Co., 639 So. 2d 697 (Fla. 5th DCA 1994) (“It is not as easy as it should be to identify what does—or does not—constitute a cause of action for “open account.’”). It is generally defined as an unsettled debt, arising from items of work or labor, goods sold and other open transactions not reduced to writing, the sole record of which is usually the account books of the owner of the demand. S. Motor Co. of Dade County v. Accountable Constr. Co., 707 So. 2d 909 (Fla. 3d DCA 1998). To “state a valid claim on an open account, the claimant must attach an ‘itemized’ copy of the account [to the complaint].” H & H Design Builders, Inc. v. Travelers’ Indem. Co., 639 So. 2d 697 (Fla. 5th DCA 1994). A lump-sum invoice will not satisfy the itemized account requirement. H & H Design Builders, Inc., 639 So. 2d 697 (“The statement of account attached to the complaint involved in this case stated only the lump-sum balance due claimed for each policy period, not the items on which the claim was based.”).

The Fort Lauderdale business litigation attorneys of the Mavrick Law Firm represent businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.