Legal Question in Credit and Debt Law in California

Greetings,

You may not have known it, but you asked a complicated question that most attorneys probably can't answer... I'll take it on though and hopefully win your business and referrals. I do primarily business transactional and complex litigation and I have included my resume below in the hope you will consider for your "General Counsel." Ok... now for the answer...

This is a parts and services situation so without more information, I would believe the Universal Commercial Code governs. UCC 2-310 likely applies and states that payment is normally due when goods are received except when credit is offered (either expressly or customarily). Here you customarily invoice separate from delivery so whatever credit terms you normally provide applies -- typically it is 30, 60 or 90 days net. Problem is you are late on your invoicing... so you need to get your invoices out and then the time will run from the date of invoicing, not from delivery. Just because you are late, does not avoid the obligation to pay, though they do get the customary time from the date of invoice -- i.e., whatever you normally have done with those customers in the past whether it be 30, 60, or 90 days. If they don't pay and you can prove delivery, invoicing, and the time for them to pay has passed per the invoice, well they are in breach and you can take them to court to collect.

Hope that was helpful!

Sincerely,

Christopher Brainard, Esq.

Tel: 310.266.4115 Email: [email protected]

LAW OFFICES OF

CHRISTOPHER M. BRAINARD

REDONDO BEACH, CALIFORNIA 90277

TELEPHONE (310) 266 � 4115 ● [email protected]

�INTEGRITY.�

BUSINESS, REAL ESTATE, LABOR, EMPLOYMENT, AND INTELLECTUAL PROPERTY

Licensed Attorney at Law 1998 - Current

As a second generation attorney with 17 years of practical experience, I have a broad range of complex commercial civil litigation and transactional experience that spans across almost every area of legal expertise. I am comfortable with all manners of dispute resolution including going to court and acquiring a judgment at trial. Though I have winning track record second to none, it is important to point out that I am adept at avoiding and resolving disputes. I have extensive experience in business, management consulting, employment, real estate, intellectual property, venture capital, and much more. I have successfully assisted clients to start-up numerous profitable businesses in many sectors and have assisted numerous small and mid-cap companies in expansion and market acquisition via competitive strategic and anti-competitive defensive lawsuits, as well as through building relationships via transactions and intelligent contracting. Notably, I also hold a Real Estate Brokers license.

LOS ANGELES COUNTY FIRE DEPARTMENT 1988 - Current

Ocean Lifeguard, Hermosa Beach

I continue to do community service by providing general water and beach safety, educating the public on ordinances on weekends and in the summer. I am expert with surf equipment and I surf, swim, play water polo and run sand in the ocean series competitions. I am given supervisory tasks over other lifeguards. I continue to coach both swimming and water polo.

LORD, BISSELL & BROOK 1997-2001

SENIOR ASSOCIATE

Trained in aggressive civil litigation from the outset, I worked in many areas including intellectual property, entertainment law, computer law, real estate, insurance defense, insurance coverage, and contract law. I counseled clients with regards to releases, licenses, and countless contract terms and clauses. I conducted research on countless issues as necessary including programming, database design, and intra/internet design. I drafted numerous contracts, pleadings, and motions. I frequently appeared in court and for depositions. I supervised outside counsel in many other states across the country and around the world. I personally managed relations directly with large insurance institutional clients including Lloyds of London.

L.A. COUNTY DISTRICT ATTORNEY'S OFFICE Summer 1996

Intern/Volunteer

I assisted Deputy District Attorneys with preliminary hearings, preparation for jury trials, research, and interviewing witnesses.

PACIFIC ASIAN AMERICAN WOMEN WRITER�S ASSOCIATION 1991-1994

Publicist/Editor

I assisted authors in editing and finalizing short stories, anthologies, and novels. I created and maintained a database of various university book stores and retail book stores.

EDUCATION

University of California, Davis Top: 20%

J.D., Class of 1998.

Moot Court and Trial Practice

University of California, Los Angeles

B.A. Double Major in History and Economics, class of 1993.

EXAMS

CALIFORNIA BAR PASSED ON FIRST TRY IN 1998

LSAT SCORE: 172 (Top 1%)

DUN AND BRADSTREET NUMBER: 36-262-0283

PRACTICAL EXPERIENCE

Litigation, Mediation, and Arbitration Matters Include (First Chair Lead Counsel On All Matters):

� Represented Employers and Employees in numerous Labor Board Hearings related to wages, hours, vacation pay, and overtime pay disputes.

� Represented Employers and Employees in wrongful termination, breach of employment agreements, discriminatory practices for protected classes including Title 7 Claims, and wrongful termination pursuant in violation of the Pregnancy Discrimination Act.

� Represented major institutional insurance companies including Lloyd�s of London on the very largest and most complex cases with amounts in controversy exceeding $250,000,000.

� Represented FOX in invasion of privacy claims related to television program titled �Cops� for showing law enforcement arresting individuals and revealing their faces.

� Represented Hotelier related to �Hotel sale gone bad� valued at over $10,250,000.

� Represented Hotelier related to �Hotel sale gone bad� valued at over $7,200,000.

� Represented Numerous Individuals on breach of contract cases via residential purchase agreements ranging from $500,000 to $1.5 million.

� Sued Paris Hilton for failure to perform on a celebrity endorsement and employment agreement in the cosmetics industry involving numerous complex intellectual property issues with an ultimate amicable settlement with all parties ending as friends.

� Sued Donald Trump for $4 Billion based on Anti-Trust and Monopolistic Competition with an ultimate amicable settlement with all parties ending as friends.

� Represented debtors and creditors with amounts in controversy over $100,000.

� Home Owners Association disputes against Boards of Directors, Association Members, and third parties. Extensive experience with CC&R, bylaws, and the relevant Act and Code provisions.

� Labor & Employment matters including breach of contract for failing to pay for web development.

� Action for failure to pay royalties.

� Actions against and in defense of escrow companies for failure to disburse appropriately and for Financial Code violations, as well as actions to recover escrow deposits.

� Actions against insurers for bad faith in failure to provide defense and coverage.

� Property line disputes, easements, fraud, breach of contract, malpractice. Represented various individuals related to numerous actions for fraud, conspiracy, conversion, illegally contrived multiparty financing, real estate foreclosures, constructive trust, and more.

� Trade Secrets, Unfair Competition, Patent Enforcement, Copyright Enforcement.

Transactional Clients and Matters Include (First Chair/General Counsel):

� Numerous Transactional/Litigation �Nexus� Cases including a hostile take over by a Dreamcatchers International, Inc., over competitor �Hairlocs International, Inc.� Identified financial weakness in competitor, found Xerox equipment lease judgment, purchased judgment for 10 cents on the dollar, initiated enforcement proceedings, appointed a receivership to take over assets, intellectual property, and customer list; secured court ordered sale of assets to satisfy judgment and then used judgment as credit bid to secure assets into new holding company subsidiary �Hairlocs, Inc.� wholly owned by client.

� TORQUE, Inc. � Proprietary Exercise Equipment for Professional Athletes � start up, contracting, employment, licensing, etc.

� Lorinser North America, LLC � Luxury Parts for Mercedes Benz � contracting, litigation consulting, intellectual property enforcement

� Synchronicity Inc. � Movie Production Company � start up, $20,000,000 in financing negotiated, contracting, talent employment, and more.

� Immaculati Entertainment, Inc. � Movie Production Company � representation, screen play evaluation, and production.

� Club Burgundy, LLC � French wine importer and distributor inclusive � licensing, office lease negotiation, business investor immigration visas, web design, and credit card processing.

� Bankcard Liberty � financial services and credit card processor inclusive � incorporation, tax consulting as well as creation of agency relationship contracts.

� ZapShopping, Inc. � reverse auction website � creation of website privacy policies and agency relationships.

� Los Angeles County Fire Department Lifeguard Division � public safety � research on Fair Labor Standards Act and other employment matters.

� I have represented individuals in real property purchase agreements, formation of trusts and estate planning, premarital agreements, negotiating CGL and other insurance coverage, business valuation, business plans and structuring, as well as legal/management consulting.

PERSONAL ACTIVITIES AND INTERESTS

Family oriented. Swimming and Water Polo (UCLA Water Polo 1990-1991), surfing and ocean lifeguard surf festivals (sponsored by Rockstar Energy Drink in 2008-2011), Ocean Lifeguard with countless (many hundreds) of rescues throughout central LA and South Bay, Coaching swimming/water polo. Yoga, Power Lifting, Advanced Open Water and Rescue Scuba Diver, Master Rank Chess Player in 1995-2000, Beginner self taught piano, read music and trained in singing, Assistant Coach Little League Baseball, Horticulture and Carnivorous Plants (Pitchers/Venus Fly), Aquaponics, Self Study Molecular and Cellular Biology and Chemistry. Well traveled through Europe and Asia including China. Semi-fluent Spanish and French.