Prompt Pilotby Write.law
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Communicate

Answer a demand letter without inviting suit

Drafts a response that refuses the demand, corrects their factual record where it matters, exposes the two or three weaknesses that carry consequence, and leaves exactly as much door open as you chose.

About 12 minintermediateLitigation, In-house

Your prompt5,144 characters

Still to fill in: The demand letter, Your facts and defenses, Governing law / likely forum

RoleYou are a senior litigator who answers demand letters without locking the client in and without daring the other side to file. You have watched your own pre-suit correspondence blown up on a courtroom screen, so you write nothing you would not want read aloud to a jury. You concede what is undisputed early because fighting undisputed facts costs credibility you will need later, and you never threaten: you describe what happens next, with a date.What I needDraft a response to the demand below. Governing law and likely forum: Governing law / likely forum. Posture: Reject outright. Write to it and no further. Sender: Who sent it.InputsTheir demand: The demand letter My facts and defenses: Your facts and defenses Governing law / likely forum: Governing law / likely forum Posture: Reject outright Who sent it: Who sent itHow to work this1. Write sentence one as a declarative statement that replaces their narrative. No "we are in receipt of," no "this firm represents." 2. Correct only the characterizations that change the claim's value. Quote their words, then set the document against them. Skip adjectives you merely dislike. 3. State plainly what is undisputed, in the first third of the letter. 4. Name two or three weaknesses that carry real consequence under Governing law / likely forum: limitations, a missed notice or condition precedent, a remedy cap, a damages-proof gap. Rank them; do not inventory every defense. 5. Deliver the response Reject outright calls for, with the detail it requires: a number and an expiration date for a counter; a named mediator or panel and a commit-by date for mediation; an itemized document list for a request for facts. 6. Check every sentence for accidental concession: that notice was properly given, that a cure period started, that a condition precedent was met. Then mark the settlement content under FRE 408 or the Governing law / likely forum analogue and add a non-waiver sentence. Do not rely on 408 to protect factual assertions.Close with these four sections, every time, without being askedAssumptions I made. Every factual and legal assumption behind the letter. Mark each [verify] or [safe]. Call out any limitations period, notice deadline, or contract provision I asserted without you supplying the text. Where this is weakest. The two sentences most likely to be quoted back at us, as an admission, as evidence of bad faith, or as the thing that made them file. Name the sentence. What only you can decide. The calls I left to you, each as options with tradeoffs. At minimum: whether to name the limitations or notice defense now. Stating it may end the matter before a complaint is drafted, but it also tells a competent opponent exactly what to plead around or file ahead of, while holding it back preserves surprise at the cost of a suit you then have to defend. And whether to put a number in first: an early number can close this at a discount but anchors every later negotiation and signals the claim has value. Client risk tolerance, relationship, insurer position, and budget are yours. What would make this materially better. The specific document or fact that would most sharpen the next draft: the contract's notice and limitation-of-liability sections, the email they mischaracterized, the insurer's coverage position, or their draft complaint. Rank by impact.Output formatA complete letter for letterhead: reframing sentence, corrective on their fact recital, what is undisputed, two or three ranked weaknesses, the operative response, non-waiver and FRE 408 designation, sign-off. Then the four closing sections, below the signature and marked internal.Never do this- If this letter would work against any claimant in any jurisdiction, it is too generic. Rebuild it from their words and this claim's defects. - No hedging filler. Cut "arguably," "it should be noted," "we respectfully submit," and "it depends." Do not advise anyone to consult an attorney. Counsel is on both ends of this letter. - Every statute, rule, contract section, and case must come from my inputs or be marked [UNVERIFIED - confirm before sending]. Never invent a section number, a limitations period, or a quotation from their letter. - Where you do not know how Governing law / likely forum treats a defense (accrual, tolling, enforceability of a remedy cap), say you do not know rather than smoothing over the gap. - Do not pad. Every extra sentence is another sentence they can quote. Length is not value.Before you answer- Does sentence one replace their narrative, or does it react to it? - Did I concede what is genuinely undisputed, and is there a threat or insult anywhere in the letter? - Have I read every sentence as a possible admission, waiver, or trial exhibit? - Would this letter be useless if sent to a different claimant on a different claim? It should be. - Is any statute, deadline, or contract section here something I generated rather than something I was given?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The contingency-fee lawyer who sent the demand already has the complaint drafted; this letter is what lands on top of it. Read it as the person who decides whether that complaint gets filed. Which sentence makes filing feel necessary, and which sentence makes a phone call feel worthwhile? Then identify the one line you would attach to the complaint as Exhibit A to show bad faith, and rewrite it.
3

Go deeper

Pushes the work further once the basics are right.

The client should hear what happens next from me, not from the other side's response. Write the one-page note: why the letter is built this way in plain English, what we expect to happen in the next thirty days, and our next three moves on each branch (they file, they counter, they go quiet) with a rough cost for each branch.

Before you run it

What to gather first

  • The full demand letter, including exhibits and any attached draft complaint
  • Your client's version of the events, in the order they happened
  • The contract's notice, cure, limitations, and remedy-limitation provisions
  • Governing law and the forum they would likely file in
  • Whether an insurer has been tendered and whether the client wants this resolved or fought

Watch for

  • An FRE 408 designation protects settlement content from being offered to prove liability. It does not make the letter privileged, does not stop use for impeachment or to show notice and state of mind, and does not cover the factual assertions you make around the settlement discussion. Write as though every sentence is admissible for something.
  • Contractual notice-and-cure provisions and pre-suit notice statutes can be triggered, satisfied, or waived by what this letter says. Read the contract's notice section and any applicable statute before sending, not after.
  • The model does not know your limitations dates, accrual rules, or tolling agreements. Confirm every deadline it asserts before the letter goes out.
  • Threatening criminal charges, regulatory referrals, or disciplinary complaints to gain advantage in a civil matter violates the ethics rules in most states. Strip any sentence that edges toward it.
  • If an insurer may cover the claim, sending a substantive response before tender can jeopardize coverage or breach a cooperation clause. Confirm the carrier's position first.

What comes back

A complete letter ready for letterhead: a reframing first sentence, a short corrective on their fact recital, an explicit statement of what is undisputed, two or three ranked weaknesses with the operative facts, the response the chosen posture calls for, a non-waiver and FRE 408 designation, and a sign-off. Below the signature, clearly marked internal: Assumptions / Where this is weakest / What only you can decide / What would make this better.

See an example of what you’ll get
*(Posture: Reject but invite mediation. Governing law: California; UCC Art. 2.)* Dear Ms. Park: Acme did not breach the Supply Agreement. BetaCorp told Acme on April 14 that it could not perform, and Acme covered. Your letter states that BetaCorp "sought to discuss revised terms." The April 14 email from BetaCorp's CEO says, in full: "We cannot perform at these prices. Cannot perform." Those are not the same communication, and the email is the operative one. Acme does not dispute that unit prices moved sharply in Q1, that BetaCorp raised the issue in March, or that the parties had a productive five-year relationship before this. None of that is in question. Three points bear on the value of BetaCorp's claim: 1. Repudiation. "Cannot perform" is an unequivocal repudiation under Cal. Com. Code § 2610. BetaCorp's later characterization of the email as a discussion is post-hoc and does not survive the document. 2. Cover is documented. Acme's replacement purchases at $97/unit appear in three vendor invoices dated April 16, April 19, and April 24, supported by the procurement lead's contemporaneous notes. The $842,000 figure is arithmetic, not argument. 3. Notice. Section 12.2 required written notice of a price dispute within ten business days of the affected invoice. BetaCorp sent none. Your letter does not address § 12.2. Acme rejects BetaCorp's demand for a release and payment of $1.4 million. Acme will, however, participate in a single day of mediation before it files, if BetaCorp commits in writing by May 16 to a mediator from the N.D. Cal. ENE panel. If BetaCorp does not, Acme will file in the Northern District of California on May 23. Nothing in this letter waives any right, remedy, claim, or defense, and nothing here is an admission. The settlement-related portions of this letter are sent under Federal Rule of Evidence 408 and California Evidence Code § 1152. Sincerely, D. Ferraro --- INTERNAL - NOT FOR TRANSMISSION Assumptions I made. That the April 14 email is authentic and complete as you quoted it [verify - I did not see the full thread]. That § 12.2's ten-business-day notice provision reads as you described and has no cure or savings clause [verify - send me the section]. That the four-year UCC limitations period has not run [safe on these dates]. That no arbitration clause governs [verify - you did not mention one]. Where this is weakest. The sentence "Acme does not dispute that unit prices moved sharply in Q1" is the one Park will quote. It supports her commercial-impracticability framing. Keep it or cut it deliberately, not by accident. Second: the May 23 filing date. Naming a date is powerful only if you file on it; if you do not, every future deadline you set is noise. What only you can decide. Whether the § 12.2 notice defense goes in this letter at all. Stating it may end the matter now, because it is clean and Park has no answer in the file, but it also tells a competent opponent to plead waiver, course of dealing, or futility, and to hunt for an Acme email that treated the March conversation as notice. Holding it back preserves the argument for a motion but means you probably get sued first. Also yours: whether to name a settlement number at mediation or make BetaCorp open. Opening at $300K may close this cheaply but concedes the claim has value; making them open preserves the zero but likely costs you the mediation date. What would make this materially better. (1) The full April 14 email thread: if BetaCorp's CEO wrote anything softening "cannot perform" later that day, paragraph one changes. (2) The text of §§ 12.2 and 14 (limitation of remedies). (3) Whether Acme's own people ever characterized the March call as notice of a dispute in writing.
Why this prompt is built the way it is
## Framework 1. **Reject the framing in sentence one.** One declarative sentence that replaces their narrative. Never open with "We are in receipt of your letter." 2. **Correct the record selectively.** Quote their characterization, set the document against it, move on. Do not fight every adjective. 3. **Concede what is undisputed, early.** A letter that disputes everything is read as a letter that disputes nothing. 4. **Two or three weaknesses, not a defense inventory.** Pick the ones that change the value of their case: limitations, notice or condition precedent, damages proof, standing, a contractual remedy cap. 5. **State the response the posture calls for and nothing beyond it.** A counter carries a number and a deadline. A mediation invitation carries a forum and a date. 6. **Waive nothing by accident.** No acknowledgment that a notice was properly given, that a condition precedent was satisfied, or that a cure period has begun. 7. **Hold the tone.** No adjectives about their conduct, no threats, no hyperbole. Confidence reads as strength; volume reads as fear.