Merchant cash advance defense

Stop the daily debits. Keep the doors open.

A merchant cash advance takes its cut every business day, good week or bad. When the debits outrun the revenue, you have more room to move than the funder's collection desk will ever tell you.

Texas HB 700 took effect on September 1, 2025. It added chapter 398 to the Finance Code, covering sales-based financing. For a covered deal the “this is a purchase” label no longer settles it, the charges count as interest, and confessions of judgment are void. What HB 700 changed, and what it does not give you →

The label on the contract is not the last word. Texas courts look at whether an advance is a true purchase of future receivables or a loan wearing a different name — and that single question decides which of your defenses are live.

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Texas HB 700 — effective September 1, 2025

Texas stopped taking these deals at their word

For twenty years the argument was whether an advance was really a loan wearing a costume, and Texas law made that argument hard to win on purpose. Then the 89th Legislature passed House Bill 700, which added chapter 398 to the Texas Finance Code and put “sales-based financing” under rules of its own. If your deal is covered by chapter 398, the ground has moved under it.

Section 306.103 stopped being the end of it

Finance Code section 306.103 treated the parties' own characterisation of an account purchase transaction as conclusive, which is why the wording on page one usually ended the argument. Chapter 398 provides that sales-based financing entered into on or after September 1, 2025 does not qualify as an account purchase transaction under that section.

The charges are interest

Under chapter 398 the fees and charges on a covered transaction are interest for usury purposes. That is the change with the most weight in it, because usury is something a borrower can actually raise.

Confessions of judgment are void

For agreements covered by chapter 398, Texas voids confession-of-judgment provisions in sales-based financing outright rather than leaving it to be argued.

Automatic debits got limits

The law restricts automatic account debits where there is no properly perfected first-priority security interest in the account being debited.

A written disclosure is required

A deal covered by chapter 398 is supposed to arrive with a commercial financing disclosure setting out the amount funded, the amount actually disbursed, the finance charge, the total repayment and the term.

What it gives you, and what it does not

Chapter 398 gives you no private right of action, and that matters less than it sounds. You cannot sue anyone under it. Enforcement belongs to the Texas Office of Consumer Credit Commissioner, the OCCC. Say that plainly, because plenty of people are being told otherwise by outfits that are not law firms.

What the statute does instead is change the ground the rest of your case is fought on. A covered deal is no longer an account purchase because it says so, and its charges are interest. The Legislature did not hand you a new lawsuit. It removed the defence that used to end the conversation.

It also tells you which way the wind is blowing. Texas looked at this industry, decided it needed rules, disclosures, and a ban on confessions of judgment, and gave the OCCC jurisdiction with civil penalties behind it. An OCCC complaint is a real step in the right case — a pressure point, not a way for you to recover anything.

Two limits on chapter 398, worth stating plainly. The date on your agreement decides which of these applies to you — older deals run through the traditional analysis further down this page. And the first page of your contract may take Texas out of it entirely: many funders write in the law of another state, Utah and Illinois are common, and neither caps commercial rates. Whether a Texas statute protecting a Texas merchant can be contracted away is a real argument, not a given. Anyone who tells you this law solves your case without having read your governing-law clause has not read your contract.

Nobody plans a stack

How you ended up with five of these

You applied for working capital one time. Maybe through a site that promised to match you with lenders, maybe from a cold call you took on a bad day.

That application did not go to one funder. It went to a broker — the industry calls them ISOs — and the broker sent it to everybody. That is the business model. Your bank statements, your revenue, your address and your cell number went out to a list, and within a day your phone started ringing from numbers you did not recognise, and it did not stop for weeks. Some of those callers were not brokers at all. They had simply bought the lead.

The broker is paid points on the funded amount, taken off the top, out of your money, on the day of funding. That is why the pressure to sign was so intense, and why the person who was calling you six times a day went quiet the moment the wire hit.

Then the deal was priced to be hard. Not impossible — hard. Because a merchant who is squeezed comes back. Somewhere around the point where you had paid off half, the calls started again, this time offering a renewal, and the renewal used a large part of the new advance to retire the old balance. Then a second funder, who had your file the whole time, called with an add-on. Then a third.

Nobody sat down and decided to take five advances. The stack is what the distribution model produces. If that is roughly your story, you are not an outlier and you did not do anything unusual. You went through the standard sequence.

We have had this conversation many times and it opens the same way almost every time. Someone calls it the worst decision they ever made. A husband and wife get on the line together because of which one of them signed, and you can hear that it has been discussed more than once. Almost everybody apologises at some point, usually for something that was never theirs to apologise for. And nearly all of it starts with the same sentence, said quietly: we do not want to lose the business.

None of the apologising is necessary here. You are describing a product that was built to end up roughly where you are, and we have read this paperwork before.

What changes when we step in

Before and after

Before we step in

  • Daily ACH debits you cannot predict
  • Stacked advances feeding each other
  • UCC liens on everything you own
  • Funder calling your customers
  • A lawsuit you have not answered

Once we are on the file

  • Debits challenged or restructured
  • One plan instead of five funders
  • Liens examined and contested
  • Contact routed through counsel
  • A defense on file and a deadline met
The kind of files we run

What these matters actually look like

This is not one industry's problem. An application that gets sold to a list does not care what you do. Roofers, clinics, gyms, restaurants, gas stations, agencies, truckers — the same sequence lands on all of them and the paperwork is close to identical every time. If you are reading this thinking you made a uniquely bad decision, you did not. You got the same deal everybody else got. Anonymised below, and deliberately without amounts or outcomes; the posture is the point.

Healthcare practice, several funders, notices sent to the two payors that carried it

The fight was the receivables, not the debt. Where the receivable is a claim under an insurance policy for care provided, the mechanism a funder relies on to redirect payment may not reach it at all.

Roofing and construction company whose customers were written to directly

A UCC filing in Texas, a suit filed in a New York court, and letters to the people who owed the company money. The customer letters were the emergency; everything else could wait a week.

Gas station owners carrying advances alongside a federal loan

Two obligations on completely different tracks, one of which the owners could not afford to let default while they dealt with the other. The order of operations was the whole question.

Gym with daily debits set against membership revenue

The payment did not move when the memberships did. The reconciliation right existed on paper and had never once been honoured.

Restaurant carrying four advances at once

Each was taken to cover the last. Every agreement in the chain had to be read before any payoff figure could be trusted.

Agency sued in a court in another state

Filed where the contract said rather than where the business was. The first job was the answer date, not the negotiation.

Trucking company with a blanket lien over its equipment

The financing statement had been filed at funding, not at default, which is why the equipment lease fell through long before anyone called a lawyer.

Illustrative summaries of matters this firm has handled, with identifying details removed. Prior results do not guarantee or predict a similar outcome in any other matter.

What representation actually does

What happens when we take the file

Day 1

Contact comes to us

Once we appear, the funder's collectors deal with this office. You get to run the business instead of fielding calls about it.

Week 1

The contract gets read properly

Reconciliation clause, security interest, guarantee, choice of law, arbitration. What a funder can actually enforce is usually narrower than what it claims.

Deadline

An answer gets filed

A default judgment is the funder's cheapest outcome and the hardest thing to undo. Missing the answer date is the single most expensive mistake in these cases.

Three ways out

Which route fits your business?

There is no single answer to an advance you cannot pay. Some contracts are worth attacking, some funders are worth negotiating with, and some balance sheets need a reorganisation. The route depends on your paperwork and your numbers, not on a script.

Negotiate

Restructure the advance

Fits when

  • The business is still viable
  • Revenue dipped but is recovering
  • One or two funders, not six
  • You want to avoid litigation
  • The contract has a real reconciliation clause

You keep

  • Lower or paused daily debits
  • A written payoff you can plan around
  • The banking relationship intact
  • No public court record
  • Room to keep trading

Benefits

  • Fastest route to breathing room
  • Cheaper than a defended lawsuit
  • Keeps the funder at the table
  • Often resolves in weeks
Defend

Fight it in court

Fits when

  • You have already been sued
  • A confession of judgment was filed
  • The advance functions as a loan
  • Fees and rates look unlawful
  • The funder breached the reconciliation term

You keep

  • An answer and real defenses on file
  • Discovery into how the deal was priced
  • Counterclaims where the conduct supports them
  • Leverage that negotiation alone does not create
  • The judgment off your record

Benefits

  • Stops a default judgment
  • Tests the contract instead of assuming it
  • 50+ trials behind the position
  • Settlement usually improves once filed
Reorganize

Restructure the whole balance sheet

Fits when

  • Several stacked advances
  • Vendor and equipment debt as well
  • Personal guarantees across the stack
  • The business still makes money
  • No single deal can be fixed alone

You keep

  • The doors open while you reorganise
  • Owners keep their equity
  • One plan covering every funder
  • Leases and contracts renegotiated
  • Collection stops on filing

Benefits

  • Subchapter V is built for this
  • Faster than ordinary Chapter 11
  • Treats the stack as one problem
  • A payment you can actually make
What collection actually looks like

If this is what your week looks like

You are not going to read anything here you have not already lived. That is the point of writing it down. If your week looks like this list, nothing has gone unusually wrong with you and you are not behind on something everybody else understood — this is simply what these agreements do, in roughly the order they do it.

The debit does not stop when the money does

The agreement is written so that the payment comes out daily or weekly whether or not you had the revenue to support it. A failed debit is often re-presented, sometimes more than once, and each one is another overdraft item. The first real damage in most of these files is done by your own bank's fees, not by the funder.

“Default” is not what you think it means

In most of these contracts, default is not missing a payment. It is a rejected debit, or changing your bank account, or taking another advance, or a fall in your balance. People are stunned to learn they were in default weeks before they knew there was a problem.

You asked for reconciliation and nobody answered

The right to have the payment adjusted when revenue falls is the feature that makes the deal look like a purchase instead of a loan. When a merchant invokes it and it is ignored, that failure matters twice — as a breach, and as evidence about what the arrangement really was. Send the request in writing and keep the copy. If you asked by phone, write down when and to whom.

The calls do not go to you

They go to your cell, your office, your accountant, and the number your spouse listed on something years ago. They come from different area codes and different names, because the file may be with a servicer or a collection firm rather than the funder you signed with.

There is a lien on everything, and it was filed before any of this

Most of these agreements take a blanket security interest in essentially every asset of the business, and the UCC-1 was filed at funding — not when you defaulted. It is a public record. It is why your bank got strange, why the equipment lease fell through, and why nobody serious will lend to you. Whether a given filing is supported by an enforceable interest is a separate question from whether it exists.

The letter to your customer is the one that actually threatens the business

A funder claiming an interest in your receivables may write to the people who pay you and direct them to pay the funder instead. It works because your customer is not going to litigate — they will simply hold the money to be safe. This is the fastest way an operating business dies, and it is the one to call about the same day it happens. It is also the tactic with the most law on it, and much of that law is not on the funder's side.

The renewal call comes when you are halfway through

Priced for a business already in trouble, and structured so much of the new advance retires the old balance. Which brings us to the number almost nobody checks.

The lawsuit shows up in a state you have never been to

Filed where the contract says, sometimes with a judgment obtained elsewhere and then brought to Texas to be enforced. A judgment from another state still has to be domesticated here, and that process has requirements.

Check what you actually received

On a renewal, look at the disbursement page — not the first page. Find the line where part of the new advance was used to pay off the prior balance. Subtract it.

This office has seen a renewal papered as seventy thousand dollars where roughly forty-six thousand of it went straight back to the same funder to retire its own earlier deal, and about twenty-one thousand in new money actually reached the business. On the face of the contract that deal looks unremarkable. Measured against what was really advanced, it looks like something else entirely, and which of those two numbers is the correct denominator is a genuine legal question with a large amount riding on it.

If you have been renewed even once, the earlier agreement is not old paperwork. It is part of the current claim, and you should not sign anything or agree to any payoff figure before someone has read the whole chain.

Described throughout as industry practice. None of it is attributed to any particular company, and your own file may look different.

The same-day problem

When they write to the people who pay you

Most merchants do not hear this from the funder. They hear it from a customer who calls up confused, holding a letter, asking what they are supposed to do now — and the honest answer in that moment is usually that the owner has no idea either, followed by an afternoon spent calling customers one at a time trying to explain something you do not fully understand yet, to people whose opinion of you is the thing your business runs on. A funder claiming a security interest in your receivables may write to the people who pay you and tell them the money has been assigned and to pay the funder instead. Most merchants assume that is simply how it works and that their customer has to comply. That is not how it works. The Business and Commerce Code sets out what such a notice has to do to have any effect at all, and these letters routinely miss.

A notice has to do three things

  • It must be authenticated, it must state that the amount due has been assigned, and it must direct that payment be made to the assignee. A letter that does not do all three does not create an obligation on your customer.

A vague notice is ineffective

  • The Business and Commerce Code addresses notifications that do not reasonably identify the rights assigned. Your customer is entitled to a notice that says what is actually covered.

“Hold everything” is not a thing

  • A letter telling your customer to freeze payments, or to pay nobody until told otherwise, is asking for something the statute does not provide for. There is a mechanism for redirecting payment. There is no mechanism for a hold.

Your customer can demand proof

  • The statute lets the account debtor request reasonable proof that the assignment actually happened, and until it is furnished the customer can keep paying you and be discharged. Coming from your customer rather than from you, that request is often the fastest way to restart the revenue. This is a letter your lawyer prepares for your customer to send.

If you are in healthcare, the section may not apply at all

  • The statute expressly does not reach assignments of health-care-insurance receivables, meaning a claim under an insurance policy for care provided. Where that is the receivable, the mechanism a funder is relying on to redirect your money does not exist for it. That is not a defective notice. That is a letter with no legal force behind it.

If a notice has gone out to a payor, that is a same-day problem. Every week it sits is revenue that does not arrive, and the customer relationship is usually harder to repair than the receivable. Whether any of the above defeats a particular notice depends entirely on the letter and the facts.

The public record

What got filed against your business

Nearly every one of these agreements takes a security interest in substantially everything the business owns — receivables, equipment, inventory, deposit accounts, general intangibles — and the financing statement was filed with the Secretary of State at funding, not when you fell behind. It is public. Anyone who runs your company sees it.

That filing is why the bank tightened up, why the equipment lease fell apart, and why conventional financing has become impossible. Where several funders have filed, there is also a priority question among them that has real consequences for what any one of them can actually do.

Two things are worth knowing. A filing is not proof of an enforceable interest — it is a public notice, and what stands behind it is a separate question. And filings do not expire quietly when a deal ends. There is a procedure for getting a satisfied financing statement released, and it needs to be part of any settlement rather than an afterthought, or you settle the debt and keep the lien.

Recognition

Recognise any of these?

Funders, servicers and collection firms this office has dealt with or appeared against include:

AFG CHEDR CapSpark Cashera Chance Capital Dynasty Forward Financing Lendr.Online Mint Funding Partner Funding Topline TruPath Lending UFCE Velocity Capital Group WebBank iLend Advance

If your funder is on this list we have read its paper, we know how its file behaves and we know who answers the phone on the other side. If it is not, that changes nothing about your case — there are hundreds of these companies and new ones every month.

Straight answers

What MCA funders count on you believing

It's a purchase, not a loan, so there's nothing to fight
That is the argument, not the ruling. Courts look at how the deal actually works — whether repayment is genuinely contingent on revenue, whether reconciliation is real or decorative, whether the funder ever carried a true risk of loss. Where the substance looks like lending, the label does not save it.
A confession of judgment means it's over
For agreements covered by the 2025 law, Texas now voids confession-of-judgment provisions in sales-based financing outright. For older agreements the argument is the traditional one — these get far less deference than funders suggest, and a judgment taken in another state still has to be properly domesticated before anyone can collect here. That process has requirements, and requirements can be challenged.
They can take my account and I just have to watch
Freezes and levies follow rules about notice, exempt funds and proper process. Some hold up and some do not, but the ones that do not are only undone by someone who goes and looks.
Stacking one more advance will bridge the gap
It almost never does. Each new advance is priced for a business already in trouble, and every one adds a lien and a guarantee. The stack is the single most common reason a workable problem becomes an unworkable one.
Bankruptcy can't touch business debt
Subchapter V exists precisely for this — a small business reorganising while it keeps trading, with the owners keeping their equity. Personal guarantees are handled too, which is usually the part that actually keeps you awake.
If I stop paying, they'll shut me down tomorrow
Collection takes steps, and every step has a response. What genuinely damages businesses is silence — an unanswered lawsuit becomes a default judgment, and a default judgment is the hardest thing on this page to reverse.
Start to finish

How an MCA defense runs

1
Today

Free consultation

Bring the agreement and three months of statements. We tell you what the contract actually says and what the realistic routes are.

2
Days 1–5

Contract and banking review

Reconciliation terms, security interests, guarantees, choice of law, and what the effective cost of the money really was.

3
Immediately

Deadlines secured

If there is a suit, an answer gets filed. Nothing else matters until the default risk is off the table.

4
Weeks 2–6

Position taken

Demand, negotiation, or litigation — whichever the paperwork and the numbers support. Often it is negotiation with a filed answer behind it.

5
Varies

Resolution

A restructured payoff, a defended dismissal or settlement, or a confirmed reorganisation plan. Which one depends on the file.

The question that decides everything

Purchase, or a loan in costume?

For a deal made before September 2025 — and for any deal where the contract puts another state's law in charge — this is still the whole fight, and it is won on how the deal actually operated rather than on what it was called. Was repayment genuinely contingent on revenue. Was the reconciliation right real or decorative. Did the funder ever bear an actual risk of loss.

Signs it may be a disguised loan

  • The paperwork calls itself a loan — read your first two pages
  • Repayment fixed regardless of actual revenue
  • A reconciliation right that is decorative or ignored
  • A personal guarantee backing a supposedly non-recourse purchase
  • No realistic circumstance in which the funder loses money
  • Effective cost far beyond any lawful rate

What that changes for you

  • Usury and licensing arguments come into play
  • Terms drafted around a sale may not survive
  • Breach of the reconciliation term becomes a live claim
  • Discovery into pricing and underwriting
  • Materially better settlement posture
Step 1

Read the deal as it was performed — the contract on paper and the debits in the bank record often tell different stories.

Step 2

Test reconciliation. A genuine right to adjust with revenue is the strongest thing a funder has; an ignored one is the weakest.

Step 3

Price the money. Converting the fee to an effective annual cost is where these deals tend to look least like sales.

Step 4

Choose the forum. Some of these arguments do their real work in settlement rather than at trial — but only once they are credible.

Look for the disclosure box. A covered post-September-2025 deal is supposed to come with a written commercial financing disclosure showing the amount funded, the amount actually disbursed, the finance charge, the total repayment and the term. If your agreement has one, it contains every number needed to price the deal — supplied by the funder. If it does not have one, that is worth a conversation on its own.

Questions

Merchant cash advance questions answered

What is Texas HB 700, and does it apply to my advance?
House Bill 700 passed the 89th Texas Legislature and took effect on September 1, 2025. It added chapter 398 to the Texas Finance Code, which covers what the statute calls sales-based financing — the category most merchant cash advances fall into. For a transaction it covers, the deal does not qualify as an account purchase transaction under Finance Code section 306.103, and the fees and charges are interest for usury purposes. It also voids confession-of-judgment provisions and limits automatic account debits. Whether it applies to you turns on two things: the date, because it reaches transactions entered into on or after September 1, 2025, and your governing-law clause, because many funders write in the law of another state. Chapter 398 is enforced by the Office of Consumer Credit Commissioner and gives you no private right of action — its value to you is that it changes the usury analysis, not that you can sue under it.
Can a merchant cash advance be challenged in Texas?
Yes. The central question is whether the advance is a true purchase of receivables or a loan structured to look like one. Courts examine whether repayment was genuinely contingent on your revenue, whether the reconciliation right was real and honoured, and whether the funder ever bore a true risk of loss. Where the substance is lending, the arguments available to you change substantially.
They filed a confession of judgment. Is it too late?
Not necessarily. For agreements covered by the 2025 law, Texas now voids confession-of-judgment provisions in sales-based financing outright, and that law also restricts automatic account debits absent a properly perfected first-priority security interest in the account. For older agreements the argument is the traditional one: confessions receive far less deference than funders suggest, and a judgment obtained in another state must be properly domesticated in Texas before anyone can enforce it here. That process has procedural requirements that can be contested. Move quickly — the available responses narrow over time.
They filed a UCC lien on my business. Can I get it removed?
A UCC-1 financing statement is a public notice that someone claims a security interest — it is not itself proof that an enforceable interest stands behind it, and those are separate questions. Nearly every advance files one at funding against substantially everything the business owns, which is usually why conventional financing dries up. Release is the part people miss: a satisfied financing statement does not come off by itself, and there is a procedure for getting it terminated. Build that into any settlement rather than assuming it follows, or you pay the debt and keep the lien.
They sent a letter to my biggest customer. Can they do that?
Sometimes, and often not in the way the letter claims. A notice directing your customer to pay the funder instead of you has to meet requirements to have any effect at all: it must be authenticated, state that the amount due has been assigned, and direct payment to the assignee. A notice that does not reasonably identify the rights assigned is ineffective, and there is no mechanism for telling a customer to freeze payments or pay nobody. Your customer can also demand reasonable proof the assignment happened, and until that is furnished the customer can keep paying you and be discharged. If the receivable is a health-care-insurance claim, the section does not reach it at all. Every one of these depends on the letter and the facts — but this is the single most urgent thing on this page. Call the day it happens.
Can I be sued personally for my company's advance?
If you signed a personal guarantee, yes — and nearly every advance requires one. That is exactly why the personal and business sides of these matters have to be handled together rather than one at a time.
What is a reconciliation clause and why does it matter?
It is the term letting you adjust payments when revenue falls, and it is the feature that makes an advance look like a purchase rather than a loan. When a funder writes one in and then ignores requests to use it, that failure is both a breach and strong evidence about what the deal really was.
Will bankruptcy stop the daily debits?
Filing triggers the automatic stay, which halts collection including ACH debits. For a business still generating revenue, Chapter 11 Subchapter V usually fits better than Chapter 7 — the company keeps trading and the owners keep their equity while the debt is restructured.
How fast do I need to act?
If you have been served, the answer deadline is the only date that matters — a default judgment is the funder's cheapest win and the hardest outcome to undo. If you have not been sued yet, earlier is still better: options are widest before the account is charged off and the stack has grown.

Keep reading

The contract, the fight, and the reorganisation route.

Before you call anyone

Do these first

Get the debits under control.

One more reason not to wait: some of the claims available to you cannot be filed the day you decide to fight. Texas requires advance written notice before certain usury penalties can be sued on, and that clock does not start until somebody sends the letter. Coming in early is not just about the answer deadline — it is about starting clocks that only run once they are started. Bring us the contract and three months of bank statements. We will tell you what the agreement actually says, what is defensible and what it will take. The consultation is free.

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Call (469) 607-8552 — free consultation