An account stated in Florida is an agreement between two parties who have done business before that a specific balance is correct and due, with a promise to pay it. The agreement can be spoken, written, or implied from silence. If you receive a statement or invoice and never object, a Florida court can treat that silence as your agreement to the number. That makes it one of the simplest claims a vendor or lender can plead, and one of the easiest to lose by doing nothing.

This guide is for Florida business owners on either side of an unpaid balance: the one owed money, and the one holding an invoice they think is wrong.

TL;DR

• An account stated is a separate agreement that a fixed balance is correct and due, built on earlier dealings between the parties.
• The creditor must prove an express or implied agreement on the balance and a promise to pay. Failing to object within a reasonable time can establish a prima facie case.
• Objecting to only some line items implicitly admits the rest, so dispute everything you actually dispute, in writing.
• A debtor can fight back with proof of fraud, mistake, or error in the calculation.
• Florida’s limitation periods are five years for claims founded on a written instrument and four years for those that are not. Which applies to an account stated depends on the facts, so check before you rely on either.

Table of Contents

• What an account stated is under Florida law
• Account stated vs. open account vs. breach of contract
• What a creditor must prove
• Does silence count as agreement?
• Defenses a Florida business can raise
• What to do when you get a statement you think is wrong
• If you are the creditor: making the claim stick
• How long does a creditor have to sue?
• Our perspective
• When to bring in a lawyer
• FAQ
• Sources

What an account stated is under Florida law

Florida courts define an account stated as an agreement between parties who have had previous transactions, fixing the amount due and promising payment. The definition traces back to an 1895 Florida Supreme Court decision, Martyn v. Amold, and the Florida courts still repeat it in modern opinions such as Farley v. Chase Bank.

Two features matter in practice.

First, it requires a prior relationship. A first-time invoice to a stranger is not an account stated. A statement of the balance between a supplier and a customer who have traded for months can be.

Second, the agreement is about the number, not the underlying work. The creditor is no longer saying “you breached our contract.” The creditor is saying “we agreed on what you owe.” The First District Court of Appeal made this point in Ham v. Portfolio Recovery Associates (2018), treating an account stated as a separately enforceable agreement, independent of the underlying credit contract.

Account stated vs. open account vs. breach of contract

These three theories often appear together in the same complaint. They are not the same thing.

Claim	What the plaintiff says	What it must show
Breach of contract	You broke a specific promise in our agreement	A valid contract, your breach, and damages
Open account	You owe for work or goods, and we expected more dealings	An itemized account of the charges
Account stated	We agreed the balance was correct and you promised to pay it	Prior transactions, a balance rendered, and your express or implied agreement

The Farley opinion describes an open account as an unsettled debt arising from work and labor, with the expectation of further transactions and future settlements, and says a valid open-account claim requires an itemized account. An account stated is what happens when the open account is closed out by agreement on a number. The itemization stops mattering as much, because the dispute is no longer about each charge but about whether the total was accepted.

The label can change the case. In Ham, the court noted that pleading an account stated rather than breach of contract can affect issues such as recovery of attorney’s fees, since an account stated may stand apart from the original contract’s fee provisions. If your agreement has a fee clause, read our explainer on prevailing party fees in Florida before you assume either side can recover them.

What a creditor must prove

To win on an account stated, the creditor has to establish two things, according to Farley and Martyn:

1. An express or implied agreement that a specified balance is correct and due.
2. An express or implied promise to pay it.

The evidence usually falls into a few buckets:

• Prior transactions. Purchase orders, prior invoices, signed work orders, delivery receipts, or a history of payments.
• A statement rendered and received. The invoice or account statement itself, plus proof it reached you: an email with a delivery record, a portal log, certified mail.
• Your reaction, or lack of one. Silence, partial payments, a request for more time, or a written acknowledgment.

A written acknowledgment is the strongest version. An email saying “we know we owe the $18,400, give us until the 15th” is close to a gift to the other side. But it is not the only route.

Does silence count as agreement?

Often, yes. Under Farley, a statement rendered to and received by a debtor who does not object within a reasonable time can establish a prima facie case that the balance is correct and the debtor is liable. The failure to object is read as an implicit admission of correctness, and with it an implied promise to pay.

“Prima facie” does not mean the creditor wins automatically. It means the burden shifts, and you have to come forward with a reason the number is wrong. But you are now defending from behind.

Two questions decide most of these fights:

• Was the statement actually received? If it went to an old address or a mailbox nobody checks, the creditor may struggle to show you had the chance to object.
• What is a reasonable time? There is no fixed number of days. Courts look at the industry, the parties’ history, and the amount. If your invoices usually get questioned in a week, a four-month silence looks worse.

Defenses a Florida business can raise

The research on this is consistent. A debtor can overcome the prima facie case by proving fraud, mistake, or error in the account, as Farley holds. A few practical applications:

• Calculation errors. Duplicate charges, wrong rates, credits that were never applied, or math that simply does not add up.
• Mistake. Both sides assumed a fact that turned out to be false, such as billing for a delivery that never happened.
• Fraud. The statement was built on misrepresentations, for example inflated hours or services never performed.
• No prior dealings or no agreement. The creditor cannot show the transactions, or that you ever received the statement.
• Timely objection. You disputed the balance in writing soon after getting it.
• Statute of limitations. The claim was filed too late. More on that below.

The partial-objection trap

The 2023 Fourth District Court of Appeal decision in Green Tech Development, LLC v. Kahn & Resnik, P.L. restates a rule that catches business owners constantly: when you object to only certain items, you implicitly admit the correctness of every item you did not challenge.

Here is how that plays out. A contractor sends your company a $42,000 statement. You reply, “The $6,500 for the second delivery is wrong.” You have just told the contractor, in writing, that the other $35,500 is fine. If you disagree with more than one line, say so, or say plainly that you dispute the statement as a whole and are reviewing it.

What to do when you get a statement you think is wrong

Speed and paper matter more than tone. A workable sequence:

1. Read it the day it arrives. Compare every line to your purchase orders, contracts, and payments.
2. Object in writing, promptly. Email works if you keep the sent copy, but a letter with tracking is better for larger sums. Say which items you dispute and why.
3. Do not limit the objection by accident. If you are still reviewing, say so, and reserve the right to dispute additional items.
4. Avoid admissions. Do not write “we’ll pay what we can” or “we just need more time” about a number you have not verified.
5. Pay the undisputed part deliberately. Make clear in writing what the payment covers and that the rest remains disputed.
6. Keep the records. Emails, texts, delivery confirmations, timesheets, change orders.
7. Get advice before the deadline in any demand letter or complaint. A served lawsuit has a response deadline measured in days, and missing it risks a default.

If the other side later sues, your written objection is evidence you did not agree to the balance, which is the heart of this claim.

If you are the creditor: making the claim stick

The same law helps the business owed money. A few habits make an account stated far easier to prove:

• Send clear, itemized statements to the right address. Keep proof of delivery.
• Use a consistent billing rhythm. Monthly statements establish a course of dealing.
• Ask for written confirmation of the balance when a customer says they will pay. A one-line reply is enough.
• Follow up on silence. A second notice that says “please confirm or tell us what is wrong” tightens the record.
• Plead carefully. Many Florida complaints include account stated alongside breach of contract and open account. Deciding which counts to file affects your remedies, including fees.

For the broader picture on collecting, our debt collection guide for South Florida businesses covers demand letters, timelines and when to file.

How long does a creditor have to sue?

This is where you need the most care. Florida’s limitations statute, section 95.11, sets different periods depending on the type of claim. An action on a contract, obligation, or liability founded on a written instrument has a five-year period. An action on a contract, obligation, or liability not founded on a written instrument, which the statute says includes actions for goods sold and delivered and on store accounts, has a four-year period.

Which one fits an account stated is not always obvious. If the account stated grows out of a signed agreement, a creditor may argue the five-year period. If it grows out of invoices and course of dealing with no signed instrument, the four-year period is the more natural fit. We would not assume either without looking at the documents.

The starting point is also fact-specific. It generally turns on when the cause of action arose, which could be the date the statement was rendered, a missed payment date, or a later acknowledgment. If you are on either side of a claim that is a few years old, have the dates reviewed before you decide to wait, sue, or ignore it. Do not rely on a rule of thumb for a balance this size.

Our perspective

We see account stated claims arise from ordinary business friction, not bad faith. A vendor sends monthly statements. The owner skims them, assumes the bookkeeper will sort out the discrepancy, and the thread goes quiet. A year later, the claim arrives and the company’s silence is Exhibit A.

The lesson we give clients is simple. Treat every statement as if it could be read to a judge. If the number is right, pay it or negotiate in writing. If it is wrong, say so, completely, and say why. Half-objections and friendly reassurances are what hurt people.

On the other side, we tell business owners who are owed money not to depend on silence alone. It can work, but a short written confirmation of the balance is much stronger and costs nothing to ask for. And plead the case that fits your documents, not the one that sounds simplest.

Most of these disputes can be resolved before trial. A clear demand, a documented objection, and a realistic conversation about the real number settle more of them than any motion does. When they do not, we litigate them, and we are comfortable doing so.

— Matthew

When to bring in a lawyer

Call counsel when:

• You have been served with a summons and complaint that includes an account stated count.
• A demand letter threatens suit and the amount is more than your company can absorb.
• You signed a personal guarantee or the claim names you individually.
• The creditor has your emails and some of them concede the balance.
• You are the creditor and the customer has gone silent after repeated statements.

We represent small businesses, startups and entrepreneurs across South Florida in contract and collection disputes, through business litigation and, where both sides prefer a faster path, arbitration and mediation. If you are weighing a defense, our guide to defending against a breach of contract claim walks through the strategic questions, and our Florida contract dispute FAQ answers the basics. To discuss a specific balance, contact Fornaro Legal.

FAQ

Is an account stated the same as breach of contract in Florida?

No. Breach of contract claims that someone broke a promise in an agreement. An account stated claims the parties agreed on a specific balance and the debtor promised to pay it. The Ham decision treats an account stated as a separately enforceable agreement, and the choice between the two can affect remedies such as attorney’s fees. Complaints often plead both.

Do I have to respond to every invoice I receive?

You do not need to answer every routine invoice, but you should object promptly to any you believe is wrong. Under Farley, failing to object within a reasonable time after receiving a statement can create a prima facie case that you agreed to the balance. A short written dispute costs little and protects you.

If I dispute only one charge, am I safe on the rest?

No. Florida courts, including the Fourth District in Green Tech, treat an objection to certain items as an implicit admission that the unchallenged items are correct. List every item you contest, or state that you dispute the statement as a whole while you review it.

Can I get out of an account stated once I have agreed to it?

Sometimes. A debtor can overcome the prima facie case by proving fraud, mistake, or error in the calculation of the account. You need evidence, such as duplicate billing, wrong rates, or services never provided. A bare change of heart is not enough.

How long does a creditor have to file suit?

Florida section 95.11 provides five years for claims founded on a written instrument and four years for contract claims that are not. Which one governs an account stated depends on the documents and the dates, so have a lawyer review them before you rely on either period.

Sources

• Farley v. Chase Bank, U.S.A., N.A. (Florida courts opinion)
• Ham v. Portfolio Recovery Associates, LLC (Fla. 1st DCA 2018)
• Green Tech Development, LLC v. Kahn & Resnik, P.L. (Fla. 4th DCA 2023)
• Florida Statutes, section 95.11 (Florida Senate)

Recommended

• Protecting Personal Assets from Business Lawsuits in Florida: The 2026 Guide
• Lawyer for Unpaid Invoices in Florida: Recover Your Business Debt in 2026
• How to Collect a Judgment in Florida: A Business Owner’s Guide for 2026
• Defending Against a Breach of Contract Claim: A Strategic Guide for Florida Businesses