Innerspin Marketing v. Consequent Capital Management CA2/5, B336816

Innerspin Marketing, LLC provided ongoing marketing and related services to Consequent Capital Management, LLC from 2017 to March 2021.
Innerspin regularly sent Consequent monthly invoices, some of which were paid in full, some partially, and some not at all, resulting in a disputed balance of $448,000.
The parties signed a written contract in August 2018 for one month’s services, but continued their arrangement without a new written agreement.
In March 2021, Consequent’s CEO acknowledged the invoice reconciliation stating that the amount owed to Innerspin was correct, but Consequent did not pay the full balance.
Innerspin sued on common counts (account stated, open book account) and won a jury verdict for the outstanding $448,000; other claims and counterclaims were dismissed.
Consequent appealed, arguing prejudicial instructional error regarding jury instructions on adoptive admissions.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Instructional Error (Adoptive Admissions)	Consequent’s silence after receiving invoices can be an adoptive admission of obligation to pay.	Instruction was not warranted or supported by facts; it misled jury to equate silence with a binding promise to pay.	No prejudicial error; verdict stands.
Promise to Pay (Common Counts Elements)	Promise to pay can be implied from conduct, not just express words.	No express promise to pay $448,000; silence does not equal agreement or promise.	Implied promise from conduct is sufficient.
Course of Dealing Evidence	Continued business, regular invoicing, and payments show implied agreement.	Services were adhoc ("bar tab"), not monthly obligation ("gym membership").	Evidence supports implied agreement to pay.
Effect of Instruction on Verdict	Jury also instructed on proper elements of common counts; no prejudice.	Jury may have relied on improper instruction, leading to adverse verdict.	Proper elements and evidence support verdict; no miscarriage of justice.

Maggio, Inc. v. Neal, 196 Cal.App.3d 745 (Cal. Ct. App. 1987) (explains elements and proof of account stated, including implied promise to pay)
Zinn v. Fred R. Bright Co., 271 Cal.App.2d 597 (Cal. Ct. App. 1969) (discusses that implied agreement and failure to object can establish account stated)
Soule v. General Motors Corp., 8 Cal.4th 548 (Cal. 1994) (outlines standard for harmless instructional error and prejudice in civil cases)
Reigelsperger v. Siller, 40 Cal.4th 574 (Cal. 2007) (defines book account and actions based on such accounts)