If an agreement for services specifies that monthly invoices will be
submitted by the vendor of services to the purchaser(s) of services,
but does not specify how quickly payment must be made (e.g., that
payment must be received within X days), how quickly must the payor
make payment relative to the date of receipt of an invoice in order
for the payor to be considered in compliance with the agreement?  In
particular, if the payor and the service provider claim to have
different "interpretations" of the time frame by which payment is
required under the agreement, what legal authority or precedent is
there to determine the actual required time frame for payment?

If it makes any difference, you can assume that (1) the agreement is
one for legal services, so the provider is an attorney, and that the
attorney and client are located in Washington state, which is where
they have entered into an agreement (which specifies that monthly
invoices shall be submitted, but does not specify any time by which
payment must be made), and (2) the monthly invoices themselves also do
not state any particular date by which payment is due (they do not
even state that they are "due upon receipt", as is customary on many
invoices) but merely list the "Balance Due".

The standard used to be 30 days, but lawyers and courts are making a
mess of our society. Generally you can take them to small claims court
on the 31 st day and get a judgement against them, but that does not
mean they will actually pay you.   Neil

With the greatest respect to my colleague Journalist – I would like to
post a bit of clarification on a small legal distinction.  The Uniform
Commercial Code has been adopted by all 50 states and applies to sales
and transactions in "goods".

Attorneys services are not "goods" but rather services.  Services are
covered by the common law of contracts and not the UCC.

Coupla qualifications:  (1) the UCC has a rather expansive view of
what a "good" is and even specifically addresses situations where
there is a combination of goods and services at issue - clearly this
is NOT one of those situations since the attorney is not providing any
"goods"; (2) although on its face the UCC does not DIRECTLY apply, it
can apply by analogy, if the court so wishes, in cases where there is
no governing common law or statutory law, and the facts support the
application of the UCC.

ASSUMING that their are no statutory or case law cites on point, using
the UCC by analogy is probably appropriate here and the court could
well hold that payment is due upon the performance of the service (or
at least the rendering of an invoice relative to those services).

If the attorney is smart, he/she will have had an engagement letter
which spells out payment terms. In the absence of such letter, the
decision will certainly contain the words "reasonable time" which will
be held as invoice date plus 30 days maximum - that seems to be
"common sense" (which of course is generally an oxymoron to the law).

The net of all of this is that you probably do not get to a different
conclusion, it is just that the way you get there is a bit more
circuitous.

I would advise checking the terms of an engagement letter, if one
exists.

If there is a dispute as to the accuracy of a bill or the validity of
the charges, please discuss these with the attorney. If the attorneys
position is unreasonable, in your opinion, place your position in
writing AND INDICATE IN WRITING THAT YOU DISAGREE WITH THE BILLING. 
That will serve to protect you if you are sued by the attorney for
collection.



Good luck,

weisstho-ga

I think the lawyer-client services are something of a special case,
which makes it difficult to give a blanket answer.

It is customary for an attorney to receive a substantial retainer in
anticipation of services, which compensates to an extent their
"special duty" toward the client for vigorous protection of their
legal interests.

If the services were of a different nature, say programming, I think
the ethical bar to suing for payment on "day 31" would be much lower
than in the case outlined here.

regards, mathtalk-ga

Hi, I alerted the editors that you *might* request a refund and they
mistakenly pulled my answer.  I fear I have no copy of the answer so I
am unable to post it in the comments section.  Please let me know how
you would like me to proceed.

Hello again John - I have to herald the GA Editors for having a copy
of the answer!  I retrieved it today from email.  I have posted it
below for your convenience.

************************

Greetings Johno101.  Chapter 2 RCW "SALES" of the Washington State
Legislature shows the following:

From http://www.leg.wa.gov/RCW/index.cfm?fuseaction=section§ion=62A.2-310
under the heading "PART 3 - GENERAL OBLIGATION AND CONSTRUCTION OF
CONTRACT"

RCW 62A.2-310
Open time for payment or running of credit; authority to ship under
reservation.

Unless otherwise agreed
     (a) payment is due at the time and place at which the buyer is to
receive the goods even though the place of shipment is the place of
delivery; and

     (b) if the seller is authorized to send the goods he may ship
them under reservation, and may tender the documents of title, but the
buyer may inspect the goods after their arrival before payment is due
unless such inspection is inconsistent with the terms of the contract
(RCW 62A.2-513); and

     (c) if delivery is authorized and made by way of documents of
title otherwise than by subsection (b) then payment is due at the time
and place at which the buyer is to receive the documents regardless of
where the goods are to be received; and

     (d) where the seller is required or authorized to ship the goods
on credit the credit period runs from the time of shipment but
post-dating the invoice or delaying its dispatch will correspondingly
delay the starting of the credit period.

[1965 ex.s. c 157 § 2-310. Cf. former RCW sections: (i) RCW 63.04.430;
1925 ex.s. c 142 § 42; RRS § 5836-42. (ii) RCW 63.04.470(1); 1925
ex.s. c 142 § 46; RRS § 5836-46. (iii) RCW 63.04.480(2); 1925 ex.s. c
142 § 47; RRS § 5836-47.]"


Under the heading

"RCW 62A.2-703
Seller's remedies in general.
Where the buyer wrongfully rejects or revokes acceptance of goods or
fails to make a payment due on or before delivery or repudiates with
respect to a part or the whole, then with respect to any goods
directly affected and, if the breach is of the whole contract (RCW
62A.2-612), then also with respect to the whole undelivered balance,
the aggrieved seller may
     (a) withhold delivery of such goods;

     (b) stop delivery by any bailee as hereafter provided (RCW
62A.2-705);

     (c) proceed under the next section respecting goods still
unidentified to the contract;

     (d) resell and recover damages as hereafter provided (RCW
62A.2-706);

     (e) recover damages for non-acceptance (RCW 62A.2-708) or in a
proper case the price (RCW 62A.2-709);

     (f) cancel.


[1965 ex.s. c 157 § 2-703. Cf. former RCW sections: (i) RCW 63.04.540;
1925 ex.s. c 142 § 53; RRS § 5836-53. (ii) RCW 63.04.620(1); 1925
ex.s. c 142 § 61; RRS § 5836-61.]"


The definition of merchant in the code is as follows:

"RCW 62A.2-104
Definitions: "Merchant"; "between merchants"; "financing agency".
(1) "Merchant" means a person who deals in goods of the kind or
otherwise by his occupation holds himself out as having knowledge or
skill peculiar to the practices or goods involved in the transaction
or to whom such knowledge or skill may be attributed by his employment
of an agent or broker or other intermediary who by his occupation
holds himself out as having such knowledge or skill."


The full code is viewable at
http://www.leg.wa.gov/RCW/index.cfm?fuseaction=chapterdigest&chapter=62A.2
and the main page is located at http://www.leg.wa.gov/wsladm/bills.cfm


If you need clarification before rating my answer, please request it.
I am not a lawyer and this research should not be construed in any
manner as legal advice.


SEARCH PHRASES:

washington state legislature
washington state "good faith" payment
 

--------------------------------------------------------------------------------
Request for Answer Clarification by johno101-ga on 17 Nov 2002 23:34
PST
Thank you for the answer.  However, I had already looked earlier today
at that section of the RCW, which I understand to be the WA version of
the UCC, and the problem is that at least in my understanding the UCC
concerns transactions for goods (or ones that primarily involve goods
perhaps) rather than services.  If you think this is wrong, please let
me know.  As you can see, 62A.2-310 talks about receiving goods and I
don't see how it would be applied to a contract for provision of legal
services.
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 18 Nov 2002 08:55 PST 
Thanks for the clarification.  Had I known you had previously visited
the links I provided, I would have not repeated your searches.  I also
searched for legal cases of this nature in Washington state but didn't
find any that fit the bill and I searched "services" in the codes but
found only information pertaining to legal services concerning
arbitration - nothing about time frames or time limits for payment to
an attorney.

The merchant definition above states "or otherwise by his occupation
holds himself out as having knowledge or skill peculiar to the
practices or goods involved."  As a non-lawyer, I interpret that as
pertaining to service skills as a lawyer possesses knowledge peculiar
to the practice involved, and that payment is due upon receipt of
goods (or skills) unless otherwise stated.  The court could choose to
interpret it differently or in the same manner.  Unfortunately, you
wouldn't know that until you went to court.  However, I did discover
more information pertaining to services and contracts.

If there was no letter of engagement as weisstho-ga mentioned, and if
in the lawyer's office there is no placard stating terms of payment
posted in a conspicuous place nor is there any mention of it on any
communication, then having the bill due within 30 days of payment
would appear reasonable, and a court might rule in this manner. 
However, I have seen in various offices of professionals terms stated
as payment due immediately upon receipt of services to payment due in
10, 15 or 30 days and I am surprised that no time limit was stated in
some form.

In the codes of contracts, I discovered the following:

"RCW 60.40.010
Lien created.
An attorney has a lien for his compensation, whether specially agreed
upon or implied, as hereinafter provided: (1) Upon the papers of his
client, which have come into his possession in the course of his
professional employment; (2) upon money in his hands belonging to his
client; (3) upon money in the hands of the adverse party in an action
or proceeding, in which the attorney was employed, from the time of
giving notice of the lien to that party; (4) upon a judgment to the
extent of the value of any services performed by him in the action, or
if the services were rendered under a special agreement, for the sum
due under such agreement, from the time of filing notice of such lien
or claim with the clerk of the court in which such judgment is
entered, which notice must be filed with the papers in the action in
which such judgment was rendered, and an entry made in the execution
docket, showing name of claimant, amount claimed and date of filing
notice."
[Code 1881 § 3286; 1863 p 406 § 12; RRS § 136.] (Chapter 2.44 RCW
ATTORNEYS AT LAW to Chapter 60.40 RCW LIEN FOR ATTORNEY'S FEES)
http://www.leg.wa.gov/RCW/index.cfm?fuseaction=chapterdigest&chapter=60.40


I looked futher in and discovered this from
http://www.leg.wa.gov/RCW/index.cfm?fuseaction=section§ion=63.14.010"

"(5) "Services" means work, labor, or services of any kind when
purchased primarily for personal, family, or household use and not for
commercial or business use whether or not furnished in connection with
the delivery, installation, servicing, repair, or improvement of goods
and includes repairs, alterations, or improvements upon or in
connection with real property, but does not include services for which
the price charged is required by law to be determined or approved by
or to be filed, subject to approval or disapproval, with the United
States or any state, or any department, division, agency, officer, or
official of either as in the case of transportation services;

     (6) "Retail buyer" or "buyer" means a person who buys or agrees
to buy goods or obtain services or agrees to have services rendered or
furnished, from a retail seller;

     (7) "Retail seller" or "seller" means a person engaged in the
business of selling goods or services to retail buyers;

     (8) "Retail installment transaction" means any transaction in
which a retail buyer purchases goods or services from a retail seller
pursuant to a retail installment contract, a retail charge agreement,
or a lender credit card agreement, as defined in this section, which
provides for a service charge, as defined in this section, and under
which the buyer agrees to pay the unpaid principal balance in one or
more installments or which provides for no service charge and under
which the buyer agrees to pay the unpaid balance in more than four
installments;"
Chapter 63.14 RCW - RETAIL INSTALLMENT SALES OF GOODS AND SERVICES


>From http://www.leg.wa.gov/RCW/index.cfm?fuseaction=section§ion=63.14.090
"3) Notwithstanding subsection (1) of this section, where the minimum
payment is received within the ten days following the payment due
date, delinquency charges for the late payment of a retail charge
agreement or lender credit card agreement may not be more than ten
percent of the average balance of the delinquent account for the prior
thirty-day period when the average balance of the account for the
prior thirty-day period is less than one hundred dollars, except that
a minimum charge of up to two dollars shall be allowed. This
subsection (3) shall not apply in cases where the payment on the
account is more than thirty days overdue."
(RCW 63.14.090 - Retail installment contracts, retail charge
agreements, and lender credit card agreements -- Delinquency or
collection charges -- Attorney's fees, court costs -- Other provisions
not inconsistent with chapter are permissible)


This may answer your question on a general time frame although if an
actual installment contract was not signed, then a court may be free
to interpret.  You mentioned in your question that "agreement for
services specifies that monthly invoices will be submitted by the
vendor of services to the purchaser(s) of services" and this might be
interpreted by a court as monthly installment payments.  If that is
the case, the court might also interpret that an invoice for payment
every 30 days constituted payment be in arrears if the invoice was not
paid before the next one arrived.

I would hope the recipient of the bills would be responsible for
timely payment (or contact the attorney to redefine the time frame)
and I would also hope the attorney in question would revise his letter
of engagement to reflect when payment was considered due by a client
or post the information in a conspicuous place in his offices.

Ultimately, when an account is in arrears, the provider of goods or
services will seek to secure the amount owed, sometimes in full.  I
agree with my colleagues below in their comments and I thank them very
much for their input, and weisstho-ga presents solid advice in his
statement "If there is a dispute as to the accuracy of a bill or the
validity of the charges, please discuss these with the attorney. If
the attorneys position is unreasonable, in your opinion, place your
position in writing AND INDICATE IN WRITING THAT YOU DISAGREE WITH THE
BILLING. That will serve to protect you if you are sued by the
attorney for collection."


If you need further clarification before rating my answer, please
request it and I will be happy to continue research on the matter.


SEARCH PHRASES:

common law of contracts washington state
account in arrears washington state court
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 18 Nov 2002 09:13 PST 
Another of my colleagues has posed something you may also want to
consider and that is past practice of payment by the client.  If the
client has paid at least one invoice within after a set amount of days
after receiving it, then that may be viewed as a precedent on the
client's part.  For instance, if the client paid one invoice within 30
days of receiving it, then it could be determined that the client
could be expected to pay all other invoices within the same time
frame.  This is something you may also want to consider.

Also, does the bill for services question involve an ongoing case or
one in which all matters have been settled?
 

--------------------------------------------------------------------------------
Request for Answer Clarification by johno101-ga on 18 Nov 2002 23:22
PST
Thank you for the clarification.  I think weisstho-ga is correct that
it does not appear that the UCC could apply here, and the comment
about "skills", which I had noticed before and found puzzling, may
only apply to cases were there are goods involved (including a mixture
of goods and services).  I appreciate your posting the other sections
of the RCW but I'm sure how strong any analogy would be to this
situation, given their specific and unusual nature.

I believe there is some statute or case saying something to the effect
that when a WA State government bill (or tax bill?) does not have a
specified payment due date, 30 days is assumed, but I can't remember
the specific reference.  Ideally some such principle like that, but
not specific to just government or taxes, would be helpful.

The issue involves an ongoing matter.  Are you just curious or would
that affect your answer in any way?

The issue is that the engagement agreement specifies monthly invoices
but does not specify any required time for payment.  If one assumes
that the lawyer contends "immediate" payment is required, despite no
such term in the agreement, and the client contends that payment
within 30 days is sufficient, the question is how much support there
is for either position?

I agree that as in any contract, past performance is a relevant
factor, but I'm looking for other guidance beyond that (i.e., cases or
laws).  Perhaps it just does not exist, at least in WA.  I suppose
that if WA has no such cases or laws, other states or federal ones
could still be relevant.
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 18 Nov 2002 23:52 PST 
The reason I inquired about the "ongoing" possibility is that if the
client's account is in arrears, it is possible that the attorney might
have the option to terminate services without committing a breach of
ethics.

I recall reading something about another type of invoice in the
legislation that, at the time, I didn't believe was related to these
circumstances.  I'll see if I can locate it again as it may be the to
which you referred.

I will continue research on this question and I appreciate your
patience.
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 19 Nov 2002 11:09 PST 
I wanted you to know that I have sent a few emails to Washington state
sources to see if there are legal/court precedents.  I'm continuing my
searches in addition to email queries.
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 25 Nov 2002 11:25 PST 
Update: I've received no email responses and have been trying to speak
with a gentleman from the web site http://www.wsba.org/adr/default.htm
(Washington State Bar Association - 800-945-WSBA / 206-443-WSBA).  I
have left three messages but no return call yet.

I'll continue to keep you posted with any new information.
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 29 Nov 2002 08:45 PST 
While I have still received no emails queries to my question, I have
finally been able to speak with a representative of the Washington
State Bar Association (WSBA) and have discovered a definitive answer.

The WSBA representative stated he believed that a payment schedule
would depend on what was stipulated in a letter of agreement or
contract with a lawyer for services (or posted in the attorney's
office or on the invoice for services).  If no time limit is
specified, then it would be up to the attorney and client to agree on
a payment schedule.  While he could point to no law stating an assumed
time for payment when not specified, he beleived that -if the matter
went to court- it would probably boil down to what a court decided was
a "reasonable time" for payment.  He also agreed that if a payment
precedent had been set by the client (if the client had paid one
invoice within X number of days after receiving an invoice) then the
court would probably use that, too, as an interpretative tool in
making a judgement.  He also agreed the court was free to interpret
what it deemed "reasonable" in the circumstances of payment and that
monthly invoices could, indeed, be interpreted as payment being
expected monthly.

He then pointed me to the ethics part of the WSBA site which covers
rules of professional conduct for a lawyer.  The main page is located
at http://www.courts.wa.gov/rules/list.cfm?group=ga&set=RPC and under
the 1.15 subheading on that page is "Declining or Terminating
representation."

1.15 begins "a) Except as stated in section (c), a lawyer shall not
represent a
client or, where representation has commenced, shall, notwithstanding
RCW
2.44.040, withdraw from the representation of a client if:
    
"...(4) The client fails substantially to fulfill an obligation to the
lawyer regarding the lawyer's services and has been given reasonable
warning that the lawyer will withdraw unless the obligation is
fulfilled;
    
"Part (5) of 1.15 reads "(5)The representation will result in an
unreasonable financial burden on the lawyer or has been rendered
unreasonably difficult by the client;"

I queried about this because I wanted to know what recourse the
attorney would have if the client failed to pay - if he/she could
terminate representation and be within ethical boundaries.

In conclusion, the payment period would be a matter of interpretation
for a court and it would judge on what it deemed "reasonable
expectation of payment."

I hope you feel that this answers your question and if you need
further clarification, please request it.
 

--------------------------------------------------------------------------------
Request for Answer Clarification by johno101-ga on 15 Dec 2002 13:43
PST
Sorry about the delay in posting this message.  Previously when this
question was pending, I couldn't wait any longer to get potential
clarification from you and had to follow up other legal sources.

Although I appreciate your efforts, I don't think your final answer is
a definitive answer like I was looking for.  I was interested in
getting some case law or statute that would specifically address the
question.  It presume that the WSBA person must be giving you his best
guess.  In the absence of specific law or statute otherwise, his
answer would be the natural default assumption I would have also.  I
assume you didn't make any effort to find out whether there is legal
authority on this issue outside WA state either, which would not be
legally controlling but could be persuasive.

At this point, is there a procedure to just get a 50% refund, in
recognition of the effort you put in (even though the only procedure I
can see in the FAQ is asking for a full refund)?  Please let me know
if you know the answer.
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 16 Dec 2002 16:36 PST 
I only searched Washington state and I will be happy to search any
other states you wish to specify.  I am curious about the outcome of
your pursual of the other legal resources and if that turned up a case
specific to your query here.  There are ways of retaining a lawyer or
legal student to search case files (many are not on the net) but I
fear the process would be a costly one.

Regarding the refund, I only know of the option of obtaining a full
refund at present.  If you do elect to offer me an honorarium for my
research time, you have the option to post a question exclusively for
me (placing my researcher name in the question title as "for
journalist only") or to contact the Google Answers editors regarding
this question payment.  You also have a choice on the new question to
price it at the minimum and utilize the tip function for my honorarium
after I have posted in the answer box.  Or you may simply set the
question amount as you wish.

It is quite gracious of you to offer me an honorarium and I appreciate
it very much.  Again, if you would like me to search other states,
please specify which ones (or tell me to just be general) and I'll be
happy to conduct further research.
 

--------------------------------------------------------------------------------
Request for Answer Clarification by johno101-ga on 17 Dec 2002 15:25
PST
Thank you for the reply.  I think the method of posting a new question
exclusively for you is probabaly a good idea.  I assume I can come up
with something.  Are there particular categories of questions that you
most prefer to deal with?

As far as case law in other states, our search (although not
exhaustive) didn't turn up anything definitive at the time.  However,
the issue became mostly moot within a week after my original posting,
so I didn't pursue it further and I don't think a further search is
needed now, although I appreciate your offer.  By the way, I assume
you only have the ability to search publicly available sources on the
net, not anything like Westlaw or Lexis or other such services?
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 17 Dec 2002 19:06 PST 
You are correct: Google Answers Researchers are to use only resources
that are available to the general public.  For a researcher to provide
a customer with a paid link would require the customer to pay to
access it to verify the researcher's answer.  Also, many paid
databases cite that their information is not to be shared in a public
forum - for members only.

As far as a new question, the subject is up to you.  If you wish to
utilize the new question merely as a payment option, simply address
the subject line "For Journalist only" and ask me "What is your
favorite color?" then I will expound on what and why.  : )
 

--------------------------------------------------------------------------------
Request for Answer Clarification by johno101-ga on 17 Dec 2002 19:34
PST
Ok, thanks, I didn't realize it's fine to post that type of question.
Would another option be to provide a tip, or is that not possible when
a refund is given?
 

--------------------------------------------------------------------------------
Clarification of Answer by journalist-ga on 17 Dec 2002 20:11 PST 
I do not know if giving a tip and then requesting a refund would be
appropriate since the act of giving a tip for an answer you wish to
reject might be interpreted as your acceptance of the answer.  I would
suggest you contact the Google Answers Editors for the correct answer
to that question as the answer is out of the realm of a GA
Researcher's knowledge.

As far as questions permitted, most anything is accepted within the
scope of good taste.  A customer once asked "Who wants two dollars?" (
https://answers.google.com/answers/main?cmd=threadview&id=109696 ). 
Skermit-ga, the Researcher who answered, gave a very amusing (and
informative) answer.