Account Stated in California: What Happens When Invoices Go Unanswered

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

An account stated is an agreement, based on earlier dealings between a creditor and a debtor, that a stated balance is correct and will be paid. In California that agreement can be implied. If a vendor sends a statement and you do not object within a reasonable time, a court may treat your silence as assent, though not automatically. A claim on a written account must be filed within four years. Kolmogorov Law, P.C. handles these disputes in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss a balance your customer never disputed, or statements your business never agreed to.

The three elements of an account stated

California courts list three elements. First, previous transactions between the parties that made one of them a debtor and the other a creditor. Second, an agreement, express or implied, on the amount due. Third, a promise by the debtor, express or implied, to pay that amount. (Zinn v. Fred R. Bright Co. (1969) 271 Cal.App.2d 597, 600.) The jury instruction is CACI No. 373.

The second element is where these cases are fought. Nobody litigates over a balance the debtor signed off on. The dispute is nearly always about whether doing nothing amounted to agreeing.

When silence counts as agreement

The usual sequence is simple. The creditor renders a statement of the account. If the debtor fails to object within a reasonable time, the law implies an agreement that the account is correct as rendered. (Zinn, supra, 271 Cal.App.2d at pp. 600-601.) So the short answer to the question owners ask is yes: ignoring invoices can become an agreement that you owe them.

The rule has limits. In one Court of Appeal decision, a company sued a former executive to recover advances and pointed to two demand letters he never answered. The court found no account stated. Nothing showed he knew the company was keeping an account of a growing debt, and his silence followed advice from his lawyer. (Maggio, Inc. v. Neal (1987) 196 Cal.App.3d 745, 753.) The court described agreement on the final balance as the key in every setting. (Id. at pp. 752-753.)

Whether a party acquiesced is a question of fact. Judges look at how the parties normally dealt with each other, who received the statement, and what happened afterward. A customer who keeps ordering after receiving the balance looks different from one who went quiet because a dispute was already underway.

Why creditors plead it

Once the balance is assented to, California treats the account stated as a new contract that replaces the original obligation. (Zinn, supra, 271 Cal.App.2d at p. 604.) The creditor sues on the agreed balance and does not have to prove each underlying delivery, hour, or price.

That matters when the original deal was informal. Picture a staffing agency that placed workers with a client for a year on emailed rate sheets. Proving every shift would be slow and expensive. If the agency's statement of the total went unanswered for months while the client kept requesting workers, the case becomes much simpler.

Two cautions belong here. A statement cannot manufacture a debt, because the first element requires real prior transactions. And an account stated is not the same thing as an open book account. The book account is the running ledger; the account stated is an agreed final number. Complaints often plead both, sometimes with money had and received as a third count.

The deadline to sue on an account stated

The period is four years when the account stated is based on an account in writing. The debtor's acknowledgment does not itself have to be in writing. Time runs from the date of the last item in the account, or from the date of the item if there is only one. (Code Civ. Proc., § 337, subd. (b).)

If nothing about the account is in writing, expect the two-year period for unwritten obligations to be argued. (Code Civ. Proc., § 339, subd. 1.) The statute ties the clock to the items in the account, so mailing a fresh statement years later should not, by itself, restart it. Our page on the statute of limitations for breach of contract sets these periods side by side.

If you sent the statements

Your case is built before any lawyer is involved. Send statements on a regular schedule, to the person who approves payables, showing the full balance and not only the newest invoice. Keep proof of sending.

Save every reply. "We will get you paid next month" is an express acknowledgment. A partial payment that references the statement can show assent as well. If the customer raises an objection, answer it in writing and send a corrected balance, because an unresolved objection undercuts implied assent.

When a statement has gone unanswered and unpaid for a few months, a demand letter that attaches it is usually the next step. Our guide to collecting unpaid invoices explains what follows.

If you received invoices and said nothing

Silence is evidence, not a verdict. I start with four questions.

Did anyone object, even informally? An email to a sales rep or a note on a remittance can be enough to defeat implied assent. Did the statement reach a person with authority over payables? Was there an underlying debt at all? Are the numbers wrong? Once an account is stated, courts allow it to be attacked only on limited grounds such as fraud, duress, or mistake. A charge for goods never ordered may fit one of them. A general complaint that the bill was too high usually will not.

Going forward, dispute in writing, promptly, and identify the specific charges. A vague complaint about "the bill" is weaker than a list.

Be careful with partial payments. Sending a reduced check marked as payment in full raises a different doctrine, covered on our accord and satisfaction page. If a lawyer's letter has already arrived, see what to do with a demand letter.

What to bring to the first meeting

Every statement and invoice, with proof of when and how each was sent or received.
Emails, texts, and notes of calls about the balance.
Records of payments, credits, and returns.
Any contract, rate sheet, or purchase order behind the charges.
If a lawsuit was filed, the summons, the complaint, and the date of service.

Frequently asked questions

If I never disputed the invoices a vendor kept sending me, did I agree that I owe the money?

Possibly. In California, when a creditor renders a statement and the debtor does not object within a reasonable time, the law may imply an agreement that the balance is correct. That is an account stated. It is not automatic: the creditor must show real prior transactions, that the statement reached you, and that your silence fairly reads as agreement.

What are the elements of an account stated in California?

There are three: previous transactions that created a debtor and creditor relationship, an express or implied agreement on the amount due, and an express or implied promise by the debtor to pay it. California courts have repeated that list for decades, and CACI No. 373 is the jury instruction. Most disputes turn on the second element.

How long does a creditor have to sue on an account stated in California?

Four years if the account stated is based on an account in writing, under Code of Civil Procedure section 337, subdivision (b). The period runs from the date of the last item in the account. Where the account is not in writing, the two-year period for unwritten obligations in section 339 is the likely limit.

What is the difference between an account stated and an open book account?

An open book account is a creditor's detailed running record of debits and credits, kept in the regular course of business, with a balance still due. An account stated is a later agreement, express or implied, that a particular final balance is correct. California applies a four-year period to both when they rest on written records, and creditors commonly plead them as alternative counts. By statute, a book account does not include certain consumer debt.

My customer received our monthly statements for a year without objecting and now disputes the whole balance. Can we still collect?

You may well have an account stated claim in California. A year of statements with no objection, particularly if the customer kept ordering or made payments on account, supports an implied agreement that the balance was correct. The customer can still try to show fraud or mistake in specific charges, so keep the delivery records behind the statements.

Talk to a California breach of contract attorney

If your business is owed a balance nobody disputed, or is being told that silence was consent, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the statements, the facts, and the court.