An account stated is a separate legal claim that a plaintiff wins by proving you received invoices and said nothing. It does not require proof that the underlying contract was performed. New York courts grant summary judgment on it routinely. Beating it means attacking receipt, objection, the underlying debt, or the identity of the party billed.
What is an account stated claim in New York?
An account stated is an agreement that a stated balance is correct, reached either expressly or by implication when a party receives invoices and keeps them without objecting within a reasonable time. New York treats an account stated as a contract in its own right. The plaintiff sues on the agreed balance, not on the original bargain.
The Court of Appeals describes it as an account balanced and rendered, with assent to the balance express or implied, so the demand is essentially the same as if a promissory note had been given for the balance. Once a court finds an account stated, the argument about whether the work was any good is over.
The plaintiff’s prima facie case has three parts.
- An account was rendered. Invoices or statements showing items and a balance due, sent to you.
- You received them. Proved by evidence of mailing or of a standard office mailing practice.
- You retained them without objection for an unreasonable period. This is the silence element, and it is the entire theory of the claim.
A fourth requirement sits outside that showing. An account stated assumes an existing indebtedness and cannot manufacture one, but that limit is yours to raise and support with evidence. The plaintiff does not have to prove the underlying debt to make out its claim.
Law: Interman Indus. Prods., Ltd. v. R.S.M. Electron Power, Inc., 37 N.Y.2d 151 (1975); Ryan Graphics, Inc. v. Bailin, 39 A.D.3d 249 (1st Dept 2007); Alliance Natl. Ins. Co. v. Hagler, 219 A.D.3d 1393 (2d Dept 2023).
Why did they sue me for breach of contract and account stated for the same invoices?
Plaintiffs plead account stated alongside breach of contract because the two claims prove different things. Breach of the services agreement requires proof of the terms and of performance. An account stated requires only invoices, receipt, and silence. In the First Department the account stated claim is independent, and it is not dismissible as duplicative.
The First Department settled this in 2024 after years of inconsistent decisions. An account stated is an agreement independent of the underlying agreement, regarding the amount due on past transactions. A plaintiff may assert both claims and move for summary judgment on the easier one.
One narrow exception is worth knowing. Where a plaintiff uses the account stated simply as another means to attempt to collect under a disputed contract, the claim is not sustainable. It applies where the defendant objected and no contractual relationship obliging him to pay had been established.
Law: Aronson Mayefsky & Sloan, LLP v. Praeger, 228 A.D.3d 182 (1st Dept 2024); Martin H. Bauman Assoc. v. H & M Intl. Transp., 171 A.D.2d 479 (1st Dept 1991); Sabre Intl. Sec., Ltd. v. Vulcan Capital Mgt., Inc., 95 A.D.3d 434 (1st Dept 2012).
Can silence alone make me liable for an invoice I never agreed to?
Silence alone does not create an account stated. The Court of Appeals has held that mere silence and failure to object cannot be construed as an agreement to the correctness of the account. Silence becomes assent only when the facts surrounding the particular transactions make it mean assent, and that is a factual question.
A vendor whose monthly invoices you paid for two years can argue your silence now means what it meant before. A stranger who mails you a statement has no such history. There can be no account stated where no account was presented, or where a dispute about the account is shown to have existed.
Silence is evidence of agreement only when the parties’ dealings gave the silence a meaning. An unpaid invoice does not become a debt by sitting on a desk.
Law: Interman Indus. Prods., Ltd. v. R.S.M. Electron Power, Inc., 37 N.Y.2d 151 (1975); Abbott, Duncan & Wiener v. Ragusa, 214 A.D.2d 412 (1st Dept 1995).
What counts as a timely objection to an invoice, and how do I prove I made one?
A timely objection to an invoice is required to be specific, contemporaneous, and provable. New York courts reject vague protests, objections a witness cannot date, and complaints raised first in the litigation. An email disputing identified line items on a named invoice, sent days after it arrived, is what defeats summary judgment.
Occasional oral objections to bills were held insufficient where the client could not relate any objection to a specific amount or invoice. A sworn statement that the defendant orally objected failed because it did not say when the objection was made or what was said. Generally phrased objections are not the specified, contemporaneous objections required to defeat an account stated.
| What you did about the invoice | How New York courts treat it |
|---|---|
| Wrote within days, identifying disputed items on a named invoice | Raises a triable issue and can defeat summary judgment |
| Said on the phone that the bills were too high, with no date and no specifics | Insufficient. Oral objections not tied to an amount or invoice raise no issue of fact |
| Objected for the first time in your answer or opposition papers | Insufficient. Belated protest does not defeat summary judgment |
| Kept paying while privately disputing the account | Dangerous. Assent may be implied from partial payment, and paying many bills undercuts the dispute |
| Denied any business relationship with the plaintiff | Raises a triable issue, but only if you back the denial with evidence |
Poor itemization is not by itself a defense, because insufficiently itemized invoices do not in themselves prevent an account stated. The defense is your objection, not the invoice’s formatting.
An objection you cannot date and cannot tie to an invoice is, in the eyes of a New York court, no objection at all.
Law: Schulte Roth & Zabel, LLP v. Kassover, 80 A.D.3d 500 (1st Dept 2011); Zanani v. Schvimmer, 50 A.D.3d 445 (1st Dept 2008); LePatner & Assoc., LLP v. Horowitz, 81 A.D.3d 472 (1st Dept 2011); Mintz & Gold LLP v. Daibes, 125 A.D.3d 488 (1st Dept 2015).
What if I never received the invoices?
Receipt is an element the plaintiff must prove, but it proves receipt by proving mailing. Evidence of actual mailing, or of a standard office practice designed to ensure items are properly addressed and mailed, raises a presumption that you received the invoices. Your bare denial that they arrived will not rebut it.
The Second Department reversed a multimillion dollar judgment on exactly this failure. The insurer’s underwriting manager swore about mailing the invoices but did not attest to personal knowledge of the mailings or to a standard office mailing procedure. Summary judgment should have been denied.
Receipt can also be genuinely in dispute. In a 2026 Third Department appeal, a question of fact about whether the defendant received the billing statements defeated the account stated claim. The hospital still collected, but on a written services agreement signed by the patient’s authorized representative, not on her silence.
Law: Alliance Natl. Ins. Co. v. Hagler, 219 A.D.3d 1393 (2d Dept 2023); Bank of Am., N.A. v. Ball, 188 A.D.3d 974 (2d Dept 2020); Nassau Ins. Co. v. Murray, 46 N.Y.2d 828 (1978); Ellis Hosp. v. Dalrymple, 2026 NY Slip Op 02315 (3d Dept Apr. 16, 2026).
I paid part of the balance. Did that admit the rest?
Partial payment on an account is evidence of assent to the account under New York law. It is not automatically fatal to your defense. Partial payment does the most damage when it is spread across many invoices, because paying bill after bill contradicts a later claim that you disputed the account all along.
A defendant’s claim that no account stated arose because the bills were disputed all along was contradicted by partial payment on a substantial number of the bills rendered. The lesson is allocation. If you pay, say in writing what you are paying and what remains disputed. A payment applied to two named invoices, with a written reservation as to a third, beats a wire against a running balance.
Law: Alliance Natl. Ins. Co. v. Hagler, 219 A.D.3d 1393 (2d Dept 2023); Zanani v. Schvimmer, 50 A.D.3d 445 (1st Dept 2008).
Can an account stated create a debt I never owed?
An account stated cannot be used to create liability where none otherwise exists. The doctrine assumes an existing indebtedness between the parties, or an express agreement to treat the statement as an account stated. If no contract, no goods, and no services ran between you and the plaintiff, the claim fails no matter how many invoices arrived.
The strongest version of this defense is the wrong defendant. Invoices frequently go to a parent company, an affiliate, or an individual owner when the actual customer was a different entity. The First Department dismissed an account stated claim against a parent corporation where the plaintiff alleged no contractual relationship with it and relied on emails asking a parent employee about the payment status of a subsidiary’s invoices.
The same principle rescued a defendant that denied any underlying business relationship. Denial alone was not enough. It produced evidence that the goods were contracted for and supplied to a different company. On that record summary judgment was reversed, and its failure to dispute the individual invoices was of no import.
Law: Gurney, Becker & Bourne v. Benderson Dev. Co., 47 N.Y.2d 995 (1979); M. Paladino, Inc. v. Lucchese & Son Contr. Corp., 247 A.D.2d 515 (2d Dept 1998); TH Fashion Ltd. v. Vince Holding Corp., 230 A.D.3d 1079 (1st Dept 2024); Ryan Graphics, Inc. v. Bailin, 39 A.D.3d 249 (1st Dept 2007).
How fast can they get a judgment, and what does my answer have to say?
An account stated claim is a contract claim, and CPLR 213(2) gives six years on a contractual obligation or liability, express or implied. That period runs from the date the account was stated, not from the date the work was done. Sales of goods are carved out and can run four years.
The plaintiff usually cannot short circuit the case. The Court of Appeals held that an account stated unsupported by a written document subscribed by the party to be charged is not an instrument for the payment of money only, so the accelerated CPLR 3213 procedure is unavailable. If you signed a note, a guaranty, or a written acknowledgment of the balance, that writing can carry a CPLR 3213 motion served with the summons.
The answer itself is a trap. Under CPLR 3016(f), a plaintiff suing for goods sold and delivered, or labor or services performed, may set forth and number in a verified complaint the items of the claim and the price of each. If the plaintiff does that properly, you may not generally deny. You must specifically dispute the listed items in a verified answer. Two limits survive that rule. First, the itemization must let the account be readily examined and its correctness tested entry by entry, and a bare invoice omitting per item prices and delivery dates does not qualify. Second, a general denial is sufficient where the defense speaks to the entirety of the parties’ dealings, such as late delivery. Itemization does work here that it does not do against the account stated claim itself.
Law: CPLR 213(2); CPLR 3213; CPLR 3016(f); UCC 2-725; Interman Indus. Prods., Ltd. v. R.S.M. Electron Power, Inc., 37 N.Y.2d 151 (1975); SSG Door & Hardware, Inc. v. APS Contr., Inc., 166 A.D.3d 704 (2d Dept 2018).
What should I do first?
Your defense to an account stated claim is built from documents you already have. Before anything else, you are looking for one thing: a dated, specific, written objection to a named invoice. Everything else in the case is secondary to whether that document exists.
- Put every invoice attached to the complaint in date order. Note the exact entity named on each one. If they name a company other than the defendant being sued, you may have a complete defense.
- Search your email for the vendor’s domain across the billing period. Try “invoice,” “overbilled,” “not authorized,” and the invoice numbers themselves.
- Calculate the gap. For each invoice, count the days between the date it arrived and your first written objection.
- List every payment and identify what it was applied to. Unallocated payments help the plaintiff. Payments tied in writing to specific invoices help you.
- Confirm the mailing address on the invoices. If they went to a closed office or a former address, gather the proof now. Saying you never got them is not enough.
- Locate the signed agreement, purchase order, or engagement letter. If none exists, or its terms were never settled, that goes to the heart of the case.
Do not wait. If the summons was served on you personally in New York you generally have twenty days to answer, and thirty days if it was served any other way. A default judgment is far harder to undo than a timely, specific denial.
Keep reading
The DocketWhen is a settlement actually binding? The CPLR 2104 trap in your email thread.The DocketThe IME no-show defense, and how it differs from the EUO you already know.The Seller’s LibraryIn a merger, the buyer inherits your privileged emails
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Before founding Prencipe International, Joe practiced at the top law firms in the world, including Freshfields Bruckhaus Deringer, Baker McKenzie, Morgan Lewis & Bockius, and served at the U.S. Securities and Exchange Commission. He has spent his career on high-stakes disputes and transactions for businesses that cannot afford to lose. When a New York business owner gets sued, he answers the same day and is on the docket within the week.
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