California attorney · CA Bar #279869

California B2B collections attorney

I'm Sergei Tokmakov, a California attorney. When a business client stops paying invoices, the account-stated doctrine plus Civ. Code § 1717 attorney-fee reciprocity plus § 3287 10% prejudgment interest build into the exposure that gets B2B accounts paid. I draft the demand letter that locks in the math and moves the file to the top of the debtor's stack.

1,500+contracts drafted
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14+years in practice
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Cal. Civ. Code § 3287
Quick answer

California B2B collections rest on three doctrines. The account-stated doctrine (Maggio Inc. v. Neal, 196 Cal.App.3d 745) lets a creditor recover on unobjected-to invoices as a separate cause of action. Civ. Code § 3287 entitles the creditor to 10% per annum interest from the date the amount became liquidated. Civ. Code § 1717 makes contract attorney-fee clauses reciprocal, which is usually a net plus for the creditor in B2B contexts where the contract was drafted by the creditor. The statute of limitations is four years on written contracts (CCP § 337) and on open book accounts (CCP § 337a) from the date of the last item.

Prejudgment
Civ. § 3287 interest
Fees
If contract has fee clause
4-year SOL
Written contract per § 337
Demand-first
Cheap, leverage-rich path

What I do for B2B collections

1

Send the attorney letter with the fee clause.

If the contract has a fee-shift clause, the demand letter quotes it and prices the next step. Most B2B debtors do the math once and pay.

Civ. § 1717
2

Anchor prejudgment interest under Civ. § 3287.

Liquidated amounts accrue 10% prejudgment interest from breach. I anchor § 3287 in the demand so the older invoices price out higher.

Civ. § 3287
3

Add the draft complaint to escalate.

On the $1,200 tier I add a court-ready complaint with the breach, account-stated, and goods-sold counts pre-drafted, plus a fees-and-interest prayer.

4

Route to mediation or court strategically.

Some matters resolve faster in mediation, others in court. I route based on the contract's dispute-resolution clause and the debtor's posture.

Why this calls for an attorney, not a collections agency

DIY / template

What a self-written letter misses

  • Sends a friendly invoice reminder and gets ignored
  • Cannot invoke contract fee-shifting
  • Misses Civ. § 3287 prejudgment-interest exposure
  • Has no leverage toward judicial collection
Attorney letter

What the attorney letter does

  • Sends the attorney letter that quotes the fee clause
  • Anchors prejudgment interest under Civ. § 3287
  • Adds the draft complaint to escalate fast
  • Routes the dispute to mediation or court strategically

B2B collections cases settle on the demand letter most of the time, the threat of a fee-shifting contract and 10% interest does the work.

The controlling law

Account stated.

Maggio inc

Maggio Inc. v. Neal, 196 Cal.App.3d 745 (1987), and earlier cases (Gleason v. Klamer, 103 Cal.App.3d 782 (1980)) established the elements: (1) previous transactions establishing a debtor-creditor relationship, (2) an agreement (express or implied from conduct) on the amount due, and (3) a promise (express or implied) to pay the agreed amount. Silence in the face of invoices is the implied agreement that the doctrine rests on. The statute of limitations on account stated is four years from the date the account was stated.

Cal. Civ. Code § 3287

Entitles the prevailing creditor to interest from the date

Entitles the prevailing creditor to interest from the date the amount became liquidated and certain (each invoice's due date, generally). The default rate is 10% per annum under Article XV, § 1 of the California Constitution and Civ. Code § 3289(b) when the contract does not specify a different rate. Interest accrues through the date of judgment and post-judgment interest takes over under CCP § 685.040 at 10%.

Cal. Civ. Code § 1717

This authority makes contract attorney-fee clauses reciprocal

This authority makes contract attorney-fee clauses reciprocal. If the contract gives one party the right to fees on default or in an action on the contract, the prevailing party recovers fees regardless of which side the clause originally benefited. This converts one-sided fee clauses common in creditor-drafted B2B contracts into mutually applicable provisions. The demand letter cites § 1717 to crystallize the fee exposure.

CCP § 337a

Open book account as a "detailed

This authority defines open book account as a "detailed statement which constitutes the principal record of one or more transactions between a debtor and creditor arising out of a contract or a fiduciary relation, and shows the debits and credits in connection therewith, and against whom and in favor of whom entries are made, is entered in the regular course of business as conducted by such creditor or fiduciary, and is kept in a reasonably permanent form and manner...". Four-year limitations from the date of the last item.

Bus. & Prof. Code § 17200

(the unfair competition law) can be added when the

(the Unfair Competition Law) can be added when the debtor's nonpayment is part of a pattern of unfair business practices. It extends limitations to four years on certain claims and allows restitution.

The math on a $50,000 unpaid invoice 12 months old. Principal: $50,000. § 3287 interest at 10% per annum from invoice due date: $5,000. § 1717 recoverable attorney fees if contract has a fee clause: typically $5,000-$15,000 depending on the litigation path. Account-stated exposure total: $60,000-$70,000. The debtor's counsel runs this math the same way I do, which is what makes the letter productive.

What clients send me

The strongest collection demand letter is built from clean invoice documentation. Before I draft, I ask for the following:

  • The master service agreement, MSA, statement of work, or other written contract between you and the debtor (if any)
  • Every invoice in the disputed balance, with invoice number, date, amount, and the transaction it billed for
  • Proof of invoice delivery: email transmittals, mailroom logs, customer-portal screenshots
  • Proof of work performed or goods delivered: delivery receipts, acceptance confirmations, milestone sign-offs
  • Any payment activity on the account (partial payments, payment plans, ACH receipts)
  • All communications about the invoices: collection emails, debtor's responses, any quality or dispute claims raised contemporaneously
  • Account statements you sent the debtor showing the running balance
  • Any prior payment history (regular on-time payments for months before the default suggest the relationship was healthy and the default is recent)
  • The debtor's legal name, EIN if available, principal place of business, and known counsel
  • The contract's attorney-fee clause, choice-of-law clause, and venue clause if any

If documentation is incomplete, send what exists. I tell you what's missing and whether the gaps are fatal before quoting.

What I send back

$575

What you get

  • A three-to-five-page attorney demand letter on Terms.Law / Sergei Tokmakov, Esq. letterhead with my CA Bar number
  • Recitation of account history with invoice-by-invoice detail
  • Account-stated narrative with the silence-as-assent framing
  • Citation to Civ. Code § 3287 with interest accrual date and current interest balance
  • Citation to § 1717 (if contract has a fee clause) and § 17200 (where applicable)
  • Total demand with principal, interest, and fee exposure
  • USPS certified mail with signature requested, plus email delivery
  • Three revisions before the letter goes out
  • Three negotiation responses after delivery

How the engagement runs

1
Send facts

Email a paragraph + key documents.

2
Identify theory

I map the facts to the CA statute.

3
Draft letter

Attorney letter on letterhead.

4
You approve

Two revision rounds included.

5
Send certified

USPS certified + email delivery.

6
Negotiate

Three negotiation responses included.

Choose your path

Start here if

Case memo

$349
  • You want a written legal evaluation first
  • You may refer to a contingency firm later
  • Statute or evidence questions are unsettled
Accept memo - $349
Start here if

Demand + draft lawsuit

$1,200
  • Counterparty needs to see the lawsuit is real
  • Multiple claims or institutional defendant
  • You may file pro se after the demand
Accept package - $1,200

Pricing

Attorney Demand Letter

$575 · flat fee
  • Attorney letter on CA Bar #279869 letterhead
  • Account-stated + § 3287 + § 1717 framing
  • Interest accrual locked to cert-mail date
  • USPS certified mail + email delivery
  • Three negotiation responses after delivery
  • Standard turnaround 3-5 business days

Frequently asked questions

You
How does an attorney demand letter help collect a B2B invoice?
S
Three ways. First, it puts the debtor's counsel on notice that the matter is now legal, not just A/R, which moves it up the priority list. Second, it cites the controlling California doctrines (account stated, § 1717 fee shifting, § 3287 prejudgment interest) and quantifies the total exposure including interest and fees. Third, it serves as the demand that triggers § 3287 interest accrual on a date the debtor cannot dispute. Most B2B accounts pay within two to four weeks of an attorney letter, and the cost of the letter is dwarfed by the interest and fee leverage the letter creates.
You
What is the account-stated doctrine?
S
An account stated is established when a creditor sends invoices, the debtor receives them without objection within a reasonable time, and the debtor's conduct manifests assent (partial payment, written acknowledgment, silent retention of invoices). Under California law (Maggio Inc. v. Neal, 196 Cal.App.3d 745 (1987)), an account stated is a separate cause of action from the underlying contract and shifts the burden to the debtor to disprove the balance. A clean account-stated record (dated invoices, delivery proof, no timely written objection) often makes the case decisively easier than litigating breach-of-contract elements.
You
What is the open-book-account theory?
S
An open book account is a running record of transactions, debits, and credits maintained in a regular course of business. CCP § 337a defines it formally. The theory is useful when the parties had a continuing commercial relationship (multiple invoices over months or years), there is no single integrated contract, and the creditor's books show the running balance. It runs parallel to account stated and breach of contract and is usually pleaded alongside both as alternative theories.
You
How much prejudgment interest is available under § 3287?
S
California Civil Code § 3287 entitles the prevailing creditor to interest from the day the principal amount became liquidated and certain. The statutory default rate is 10% per annum (Cal. Const. art. XV, § 1; Civ. Code § 3289(b) when no contract rate applies). On a $50,000 unpaid invoice held for 12 months, that is $5,000 in interest added to the demand. The interest runs through the date of judgment and post-judgment interest takes over under CCP § 685.040 at 10% as well.
You
How does § 1717 attorney-fee reciprocity work?
S
Civ. Code § 1717 makes attorney-fee clauses in contracts reciprocal. If the contract gives the creditor a right to fees on default, the prevailing party in any action on the contract recovers fees, regardless of which side the clause originally favored. This makes one-sided fee clauses in B2B contracts (which are common in service agreements drafted by the creditor) work as much for the creditor as for the debtor. The demand letter cites § 1717 to make the fee exposure concrete, especially when the contract contains a fee clause.
You
What is the statute of limitations on California B2B collections?
S
Four years for written contracts (CCP § 337), two years for oral contracts (CCP § 339), and four years for an open book account from the date of the last item in the account (CCP § 337a). Account stated runs four years from the date the account was stated. The point of the demand letter is to lock in a payment plan or admission of liability before the older invoices fall out of the limitations window.
You
Do you handle international B2B collections?
S
Yes, with a venue caveat. If the debtor is outside the United States and the contract does not specify California venue and law, enforcing a California judgment internationally is a separate project that requires local counsel in the debtor's jurisdiction. For most cross-border B2B disputes, the attorney letter still works because international debtors usually want to avoid US-court entanglement and reputation harm. I draft the letter with reference to whatever choice-of-law clause exists and flag the enforcement realities so the client can budget accordingly.
You
What if the debtor disputes the work?
S
A late-asserted dispute is often where account stated wins. If the debtor accepted invoices for months without objection and only raised quality concerns after non-payment, the silence is the assent. California courts look skeptically at post-hoc disputes when the contemporaneous record shows acceptance. The demand letter addresses any dispute head-on, attaches the contemporaneous communications, and explains why the dispute does not negate the obligation. Genuine quality disputes get carved out and reduced separately.
You
Can you file the lawsuit if the debtor still doesn't pay?
S
The $1,200 package includes a court-ready California Superior Court complaint with account-stated, open-book-account, and breach-of-contract counts ready for filing. I do not personally appear in court for collections; the package is structured so the client (or their preferred litigation counsel) can take the filing forward without redoing the legal work. For collections work where appearance is needed, I refer to litigators who handle B2B collections on flat-fee or hybrid arrangements.
You
How long does the demand-letter process usually take?
S
Two to four weeks for most accounts. Debtor response usually arrives within ten to fifteen business days of certified-mail receipt. If the response is a payment, the matter closes. If the response is a counter-offer or document request, I handle the negotiation rounds. If the response is silence past 30 days, the next step is the draft complaint and the filing decision. The interest meter keeps running under § 3287 throughout, which makes delay expensive for the debtor.

Unpaid B2B invoices? Let me send the letter.

Email me a short paragraph about the debtor, the invoices, and the last communication. I'll respond same day with a scoped flat-fee quote.

Email owner@terms.law