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Can I withhold material and change payment terms?

California

We are a supplier working on a public project, with some invoiced items that are past due by several months. The are different purchase orders for the multiple material supplied. We need to know what the legalities are for withholding delivery of pending material (it's ready to ship) until payment on delinquent account is settled. And, we need to know what the legalities are for us changing payment terms on the pending material to Cash In Advance.

3 replies

Oct 21, 2020
In California, a direct contractor is given a special ability to stop work for nonpayment through the § 8830 et seq. “Stop work notice.” This ability is in addition to other rights the contractor may have under the law. In order to gain the benefit of this provision, certain service and timing requirements must be met. For subcontractors and suppliers, however, the ability to withhold performance is likely dependent on the terms of their agreement, and the factors giving rise to the situation. Parties are generally allowed to suspend performance or terminate an agreement when the other party is in material breach of the agreement. However, this can be a tricky situation. If a party suspends performance over a non-material breach, they risk becoming the "aggressor" and the breaching party - which can result in damages. The first step is to examine the contract and see what remedies (if any) are provided for breach, or more explicitly, for nonpayment. In many situations, there are contractual remedies that should be examined. If each delivery of material is a separate agreement, and not just different delivery of material already contracted for, any subsequent agreement is likely a new agreement that could be modified to include different payment terms to the extent that the parties agree to such a modification. If the delivery of the materials in all was contemplated by one overriding contract of which the separate deliveries are not different agreement, it is likely difficult to unilaterally change the payment terms.
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Oct 21, 2020

As Nate stated, whether or not you are entitled to withhold further deliveries based on non-payment depends on the terms of your contract. But a better focus to ensure payment, with considerably lower risk of backlash, would be to pursue the overdue amounts via a stop payment notice (if your contract is with the GC or if you served preliminary notice) or via a payment bond claim. All public works projects in California over $25,000.00 are required to have a payment bond. If the amounts for the overdue materials are undisputed it should be relatively straight forward get payment directly from the surety And the mere threat to do so should also encourage direct payment without delay. 

If you require legal assistance feel free to email me at ryan@huntortmann.com to schedule a free consultation.

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Oct 22, 2020

Unless our bound to certain terms under an agreement already, you can sell future materials on any terms that you see fit - including Cash In Advance. And, unless there are agreed upon terms otherwise, you don't have to sell further materials to the buyer until you are paid for the materials already provided.

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