Don't Cash A "Paid In Full" Check Without Understanding The Legal Implications

Cashing a check marked "paid in full" can be a risky endeavor, particularly if you don't fully understanding the legal implications. If you are owed more than the amount of the check you accept and deposit, you may waive your right to collect the full disputed amount. That is why you should consider either rejecting the payment or, alternatively, endorsing it with words you write on the check such as "under protest, without prejudice and with full reservation of all rights."

For instance, let's say that a client owes your business $50,000 for services rendered, but sends a check for $30,000 marked "paid in full." In many jurisdictions, if you accept and deposit the check without protest, you are essentially agreeing to settle the debt for the $30,000 payment and you may lose the right to collect the additional $20,000 that you believe is owed.

Accord and Satisfaction

The doctrine of "accord and satisfaction" often applies when parties agree to discharge a liability for an amount that is different than the original amount of the contract. The "accord" is the agreement on the new terms of the contract; while the satisfaction is the performance of those modified terms according to the new terms for the agreement.

Accord and satisfaction requires three elements:

• The parties must agree that there is an outstanding liability that exists;
• Both parties must agree to a settlement; and
• The agreement must be satisfied where one party pays the other under the newly agreed terms.

Understanding breach of contract consequences is important when disputes arise over payment terms and contract modifications.

When there is valid accord and satisfaction, all prior claims relating to the matter are extinguished. In most cases, the amount paid is less than what is originally owed.

Proceed With Caution in Payment Disputes

Payment disputes are common for businesses of all sizes. Disputes typically involve disagreements regarding the amount owed under a contract or the quality of goods or services. While a written settlement outlining the new terms is typically the best way to resolve a payment dispute, some are resolved more informally. Business litigation and contract dispute resolution strategies can help companies avoid costly misunderstandings when payment disagreements occur.

While simply sending a check may speed up the process, it can also lead to additional disputes.

So, when you receive a check with "paid in full" written on it, consider how depositing it may impact your legal rights, which can vary from state to state.

In both New York and New Jersey, settling a debt with a check marked "Paid in Full" requires the following:

• Debt Must Be Disputed: The parties must have a genuine dispute over the amount owed. If the debt is not one that can be disputed, satisfaction and accord will not apply.
• Clear Communication: The debtor must clearly indicate that the payment is being made in full satisfaction of the debt. The creditor must have a reasonable opportunity to understand the terms. In addition to writing "Paid in Full" on the check, it is advisable for the debtor to include a letter that contains the following language: "This check is tendered as full and final settlement of the disputed amount. Endorsing or cashing this check constitutes acceptance of this settlement."
• Creditor Must Cash the Check Knowingly: If the creditor cashes the check with knowledge that it is offered as full settlement, this may create an accord and satisfaction. However, if the creditor protests, reserves rights, or refunds the money, that can defeat the accord.

Paid in Full Checks Under the UCC

The Uniform Commercial Code (UCC) governs most commercial transactions in the United States, including payment disputes. UCC § 3-311 addresses accord and satisfaction via a payment instrument, such as a check marked "paid in full."

When accord and satisfaction fails to resolve disputes, understanding the civil litigation process becomes necessary for creditors seeking to recover unpaid amounts.

Much like under state law, accord and satisfaction requires a disputed debt. Additionally, the debtor must send a check with a conspicuous statement, such as "Paid in Full," that it is offered as full satisfaction of the claim. If the creditor cashes or deposits the check, knowing it was tendered in full satisfaction of a dispute, the claim is discharged.

A creditor can avoid discharge if they refund the payment within 90 days. However, a creditor can't cash the check and write "Under Protest" or "Without Prejudice" and later seek the full amount. Pursuant to UCC § 3-311, reserving rights under § 1-308 (formerly 1-207) does not prevent an accord and satisfaction when conditions for a clearly owed debt are satisfied.

Procedures for Large Corporations

There are procedures a large corporation can follow to obviate the problem. The primary way to do this is for the company to adopt policies that designate a specific office or department for settlements. Pursuant to UCC § 3-311(c)(1): Designated Office Exception, if the debtor fails to send the check to the specified office, the creditor may not be bound by a "Paid in Full" claim. To be valid, the designation by the corporation must:

• Be conspicuous;
• Communicated before the check is sent; and
• Clearly state it applies to payments offered in full satisfaction of a disputed claim.

To avoid disputes, the following type of language can be included in business contracts, billing statements, invoices, etc.: "Any check or payment tendered in full satisfaction of a disputed amount must be mailed to the attention of 'Settlement Department' at [specific address]. Acceptance of such a check at any other location shall not constitute an accord and satisfaction."

Key Takeaway

Businesses should always be careful when accepting checks received as payment for goods or services. If a check is written for less than the amount owed, always check for additional words written or stamped on the check or other documents accompanying the check, such as "paid in full," "full and final payment," or similar language. Then, proceed with caution and only cash the check only if you are willing to accept less than the full amount.

At Scarinci Hollenbeck, the members of our Creditor Collections Group routinely work with businesses to ensure that they are paid what they are owed. If you are involved in a payment dispute, we strongly recommend consulting with an attorney to evaluate your options.

• Industries: Banking & Finance
• Practices: Creditor Collections
• Locations: New York City

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.