Demanding $18,950 Final Payment on a Texas Commercial Roof

If you’ve withheld $18,950 on a completed commercial roofing job in Texas, the fastest path to resolution is a short, factual written demand that (1) states the amount and reason for withholding, (2) cites your contract and the documentary evidence, and (3) gives a firm but reasonable deadline to pay or produce the required statutory lien waiver. Texas law lets owners withhold payment for a good‑faith dispute and requires care when accepting releases; it also gives subcontractors tools to preserve lien rights. See the key statutes on prompt payment and mechanic’s liens for background as you prepare the demand. (Texas Property Code, Ch. 28) (Texas Property Code, Ch. 53).

Quick legal context you need up front

• Timing and withholding: For commercial (non‑residential) contracts the owner must pay a contractor’s proper written payment request within 35 days after receipt, but a disputing party may withhold up to 100% of the disputed amount for a good‑faith dispute (for example, defective or incomplete work). (Prompt‑pay rules, Texas Property Code Ch. 28).

• Lien notices and withholding: A subcontractor or supplier who preserves lien rights by sending the statutorily required notice of claim or by filing a lien affidavit can trigger the owner’s statutory right to withhold funds immediately on receipt of that notice. The rules and deadlines are strict; missing them can defeat a claim. (Mechanic’s lien rules, Texas Property Code Ch. 53).

• Waivers/releases: Texas provides statutory lien‑waiver forms. If you will pay, insist on the correct statutory conditional final waiver (so the waiver becomes effective only after payment actually clears). Be cautious about accepting non‑statutory unconditional releases. (See the waiver/release material in Chapter 53). (Texas Property Code, Ch. 53).

How to draft a tight final demand (what to say, and why it matters)

Keep the demand letter short, factual, and documentary. The purpose is to make it easy for the contractor to cure the dispute or to accept the payment conditions you require — not to debate details at length in the first communication.

What to include (one page if possible):

• Heading: Date, your business name and address, contractor’s name and address, contract or PO number.
• One‑sentence statement of demand: the exact dollar amount ($18,950) and what you will accept (payment, a statutory conditional final waiver on a cleared payment, or other agreed resolution).
• Short factual basis: identify the work line items, dates, and specific defects you claim (for example: “open seams at east roof curb; contractor-provided punchlist items 3–6 remain incomplete; inspection report dated [date]”). Attach photos/inspection summary and the contractor’s final invoice.
• Legal/contract citations (brief): reference the relevant contract section on final payment/acceptance and the prompt‑pay statute only as background — e.g., “pursuant to Contract §___ and Texas Property Code Ch. 28.” Link the statutes in your notes if you share electronically. (Prompt‑pay rules).
• Deadline and consequence: give a clear deadline to pay or deliver the required statutory conditional final waiver (e.g., 10 business days). State the next steps if the demand is not met (e.g., accept a suit for breach of contract, allow subcontractors to assert lien rights, or deposit funds into court registry). Keep the tone firm but professional.
• Attachments and evidence list: photos, final invoice, inspection report, relevant change orders, prior correspondence.

Sample short demand (adapt to facts — this is illustrative, not a prepped court filing):

[Date]

To: [Contractor name and address]

Re: Final payment withheld — $18,950 (Contract #____)

This letter demands immediate payment of $18,950 that we are withholding as final payment for the above contract. We withhold for the following, supported by the attached evidence: (1) incomplete punchlist items 3–6 (photo pages 1–2); (2) failed roof curb flashings identified in the inspection dated [date]. Under the contract and Texas law we will accept payment by wire or a cleared check accompanied by the statutory conditional final lien waiver. Please deliver payment or the conditional final waiver within 10 business days of this letter. If you do not, we will consider all available remedies, including payment to affected subcontractors, deposit of the disputed funds into the court registry, or suit. This demand does not waive any of our rights.

Sincerely,

[Owner name, title, contact info]

Why this works: a concise demand reduces excuses, sets a firm deadline, and tells the contractor exactly what you will accept (payment that clears or the statutory conditional final waiver). Using documentary attachments makes it harder for the contractor to claim surprise.

If a mechanic’s lien is threatened or filed: realistic next steps

1. Preserve notices and dates. If you receive a subcontractor’s notice of claim or a copy of a lien affidavit, keep the envelope, date of receipt, and the documents. Texas expressly allows an owner to withhold upon receipt of those notices. (Mechanic’s lien rules, Ch. 53).

2. Consider short, pragmatic options before litigation:

• Ask the contractor to obtain the required statutory final unconditional or conditional waiver in the correct form. Use the Texas statutory forms described in Chapter 53 rather than ad‑hoc releases. (Chapter 53 waiver materials).
• Offer to pay the undisputed portion and insist the contractor deliver a statutory conditional final waiver that becomes effective only after payment clears.
• If the contractor or a claimant insists on an unconditional waiver before funds clear, do not sign it without counsel review — unconditional waivers can extinguish lien rights.

3. If a lien is filed and you believe it’s invalid, Texas provides a motion process to remove improper liens and lets owners deposit disputed funds in the court registry as a safe harbor. See the verified motion/remove process in Chapter 53. (Mechanic’s lien removal, Ch. 53).

4. Practical litigation thresholds: small claims/justice court handles many contract disputes up to $20,000; larger claims require county or district court. Check the jurisdictional limits and applicable limitation periods (e.g., 4‑year written contract limitation). (Justice Court limits) (4‑year limitation, Tex. Civ. Prac. & Rem. Code §16.004). For construction‑defect repose rules, consult the 10‑year statute. (10‑year construction repose).

Evidence, costs, and when to call a lawyer

What evidence matters: the contractor’s final invoice, contract and change orders, photos of defects, independent inspection reports, emails or text messages about punchlist items, and receipts showing payments already made to subcontractors or suppliers. These items shape whether your withholding qualifies as a good‑faith dispute.

Costs and tradeoffs: litigating a lien or contract claim can be time‑consuming and costly. Sometimes negotiating a smaller payment to a subcontractor or offering to escrow the disputed funds removes lien pressure quickly. Depositing disputed funds in court registry is another statutory option to clear title while preserving defenses. (Mechanic’s lien removal and deposit options, Ch. 53).

Call a lawyer if: a lien is filed against your property and you do not have clear documentary support for the withholding; you are asked to sign an unconditional waiver before payment clears; or the contractor threatens immediate foreclosure or suit. An attorney can evaluate lien validity and advise whether to deposit funds in court registry or move to remove the lien.

If you prefer a professionally drafted, businesslike demand letter or a tailored lien‑response packet, consider using BeforeSuit's professional demand-letter preparation service. BeforeSuit prepares documents from customer‑provided information; customers decide whether and how to send them.

Final practical checklist (next actions today)

• Draft and send a concise written demand (include attachments and a 7–10 business‑day deadline).
• Do not sign an unconditional final waiver unless payment has cleared and you have confirmed no third‑party notices exist.
• If you receive a notice of claim or lien affidavit, preserve it and consider short negotiation, payment of undisputed amounts with a statutory conditional waiver, or depositing disputed funds into court registry.
• If a lien is filed or the contractor threatens suit, consult counsel early.

For quick reference on the statutes mentioned, see Texas Property Code Chapters 28 and 53 for prompt‑pay and lien rules, and review the Texas Attorney General’s consumer guidance on contractor disputes. (Prompt‑pay rules, Ch. 28) (Mechanic’s lien rules, Ch. 53) (Texas AG consumer guidance).