On July 12, 2024, Justice Chan of the New York County Commercial Division issued a decision in Invesco Group Servs., Inc. v. AST Fund Solutions, LLC, 2024 NY Slip Op. 32523(U), holding that a party was estopped for making a claim for more than the amount owed on a final invoice, explaining:
Invesco asserts that AST’s claims should be dismissed on the basis of estoppel because (1) the counterclaims assume that AST misrepresented the nature of the telephone calls it billed for on its invoices, and (2) it would be inequitable for AST to recover more than it previously accepted due to those misrepresentations. A party asserting estoppel must establish: (1) conduct amounting to a false representation or concealment of material facts; (2) an intention or expectation that such conduct will be relied upon by the other party; and (3) actual knowledge of the real facts.
Here, AST’s conduct satisfies all three criteria for estoppel. First, because AST’s affirmative defenses were dismissed, the counterclaims assume the invoices AST sent to Invesco inaccurately reflected the work done by characterizing calls not performed with a live operator as live operator calls. Furthermore, if AST now seeks to recover previously unbilled calls after issuing a final invoice, its previous representations that the invoice represented complete payment for services rendered would be false. Second, AST doubtlessly intended that Invesco would rely on the finality of its invoices by paying them, as Invesco did. Finally, AST admits to having actual knowledge of the real number of calls because it alleges that its decision not to bill for the extra calls for which it now seeks payment was done in the ordinary exercise of billing judgment.
The gist of AST’s argument against estoppel rests on the principle that a party may sue for a greater amount than previously charged on a rejected invoice. AST argues that if Invesco succeeds in defeating its defenses to the complaint, it has essentially rejected AST’s invoices, and AST should accordingly be free to pursue a recovery larger than before. However, AST ignores the fact that Invesco paid the invoices that were sent; the cases AST cites in support of the principle all involve invoices that were not paid. AST’s other arguments against estoppel are similarly unavailing. AST claims that there were no misrepresentations because the invoices reflected what Invesco was being charged for, instead of the total amount owed. However, the plain meaning of a “final invoice” is clear, and courts have recognized that it establishes a final balance on a transaction.
(Internal quotations and citations omitted).