This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
In analogy to the ordinary principles of offer and acceptance, which require the acceptance of the offer to convert the offer into a contract,1 an account is not stated unless the party to whom the account is rendered assents thereto.2 If we take the theory that an account stated is a contract, acceptance is of course necessary.3 If we regard an account stated as an admission, there must be at least such words or acts on the part of the party to whom the account is rendered as show an admission of the debt which is due.4
The assent of the debtor to the account ordinarily implies a promise to pay the account.5 On the other hand, in order to convert the account into an account stated, the assent of the debtor must be of such a character as to be equivalent to a promise to pay.8 An admission that money has been received without an admission that it is a valid and subsisting debt, is not enough to constitute an account stated.7
1See Sec. 110 et seq.
2 United Hardware-Furniture Co. v. Blue, 59 Fla. 419, 35 L. R. A. (N.S.) 1038, 52 So. 364 kiting, Daytona Bridge Co. v. Bond, 47 FLa. 136, 36 So. 445; Clark v. Marbourg, 33 Kan. 471, 6 Pac. 548, and Lockwood v. Thorne, 18 X. Y. 285].
3 United Hardware-Furniture Co. v. Blue, 59 Fla. 419, 35 L. R. A. (N.S.) 1038, 52 So. 364.
4 United Hardware-Furniture Co. v. Blue, 59 Fla. 419, 35 L. R. A. (N.S.) 1038, 52 So. 364.
5Pinchon v. Chilcott, 3 Car. & P. 236; Gibson v. Sumner, 6 Vt. 163 (obiter, neither party attacking the account as stated).
6 Coffee v. Williams, 103 Cal. 550, 37 Pac. 504.
1See Sec. 190.
2 Tucker v. Barrow, 7 B. A C. 623; Toland v. Sprague, 37 U. S. (12 Pet.) 300, 9 L. ed. 1093; Lane & Bodley Co. v. Taylor, 80 Ark. 469, 7 L. R. A. (N.S.) 924, 97 S. W. 441; O'Bold's Estate, 221 Pa. St. 146, 70 Atl. 566; Shaw v. Lobe, 58 Wash. 219, 29 L. R. A. (N.S.) 333, 108 Pac. 450.
3 Dolman v. Kaw Const. Co., 103 Kan. 635, 2 A. L. R. 67, 176 Pac. 145; Wilbur v. Win, 89 N. J. Eq. 278, 103 Atl. 985.
See Sec. 150.
4 Lemere v. Elliott. 6 Hurl. & N. 656; Porter v. Cooper, 1 C. M. & R. 387.
5 Dolman v. Kaw Const. Co., 103 Kan. 635, 2 A. L. R. 67, 176 Pac. 145.
The effect of an objection to one item is a question upon which there seems to be some conflict of authority. It has been said that if the debtor objects to one or more specific items, such objection converts the remaining items into an account stated.8 On the other hand, it has been said that if there is objection to certain items and an assent to the rest, the account does not become an account stated unless the disputed item is withdrawn.9
A conditional assent is inoperative unless the condition is performed.10 If the debtor claims to have an account against the creditor, which will serve as a set-off,11 such assent does not convert the open account into an account stated, unless the creditor acquiesces in the demands of the debtor. If, however, one of the parties is willing to rely upon the promise of the other,12 as where certain items are charged by the one or credited to the other in reliance upon a promise by one of the parties to do something in the future with reference thereto,13 such assent may convert the account into an account stated.