Printable Format84-3-311. Accord and satisfaction by use of instrument. (a) If a person against whom a claim is asserted proves that (1) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (2) the amount of the claim was unliquidated or subject to a bona fide dispute, and (3) the claimant obtained payment of the instrument, the following subsections apply.
(b) Unless subsection (c) applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.
(c) Subject to subsection (d), a claim is not discharged under subsection (b) if either of the following applies:
(1) The claimant, if an organization, proves that (A) within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office or place, and (B) the instrument or accompanying communication was not received by that designated person, office or place.
(2) The claimant, whether or not an organization, proves that within 90 days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with paragraph (1)(A).
(d) A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.
History: L. 1991, ch. 296, ยง 37; February 1, 1992.
KANSAS COMMENT, 1996
This section is identical to the 1995 Official text except that the small roman numbers have been changed to arabic numbers and capital letters. It is new and was derived in part, and supersedes the former 84-1-207 as to accord and satisfaction regarding instruments. The section attempts to prevent tricking a creditor into an accord and satisfaction. It also prevents the creditor from keeping the disputed amount and then suing for the balance.
This section governs accord and satisfaction through the use on instruments in situations where there is a good faith tender of an instrument as a satisfaction of an unliquidated claim or a claim subject to a bona fide dispute where the instrument has been paid.
Subsection (b). Normally, acceptance of an amount conspicuously noted to be in full satisfaction of the claim, as noted above, will discharge the claim by accord and satisfaction.
Subsection (c). If either of the two following conditions are met, there will be no discharge. There will be no discharge if the claimant has previously conspicuously designated a person or office with which the obligor must settle disputes and the obligor has ignored those instructions. There is also no discharge if the claimant has tendered repayment within 90 days (but this option is not available to a claimant who accepted payment as conspicuously designated in the prior sentence.)
Subsection (d). Subsection (c) does not apply, and there will be a discharge if the claimant or the responsible agent of the claimant knew the instrument was tendered in full satisfaction of the debt before collection of the instrument.
CASE ANNOTATIONS
1. Subcontractor's attorneys letter directing payment of debt to attorney's office did not satisfy accord and satisfaction rule exception. In re Al Muehlberger Concrete Const., Inc., 319 B.R. 663 (2005).