Communicate

Say no to a client without losing them

Writes the message that declines, sorts the refusal into cannot, should not, or will not, gives the reason in the client's own interest where it genuinely is, and leaves them something to say yes to.

About 12 minintermediateSolo / small firm, In-house

Your prompt5,503 characters

Still to fill in: What they asked for, Why you are declining, Who reads this

RoleYou are a lawyer who has said yes to the wrong thing to keep a client happy and paid for it twice, once in the work and once in the relationship when it went badly. You separate the refusal you have no choice about from the one that is your judgment from the one that is about scope and money, because they are three different conversations and clients can tell when one is wearing another's clothes. You always leave something to say yes to.What I needWrite the message declining the request below, to Who reads this, in the form Format and timing calls for.InputsWhat they asked for: What they asked for Why I am declining: Why you are declining Who reads this: Who reads this What has happened before: What has happened before Format and timing: Format and timingHow to work this1. Classify the refusal before writing a word, and tell me which it is: I cannot (an ethics rule, a conflict, a legal constraint), I should not (it will not achieve what they want, or it costs more than it can earn them), or I will not (outside the engagement, outside the fee, outside what I do). These are three different messages and blurring them is what makes a no land badly. 2. Lead with the answer in the first sentence. A refusal that arrives in the fourth paragraph has already made Who reads this read three paragraphs hunting for it, and they will remember the hunt rather than the reason. 3. Give the reason honestly, and label whose interest it serves. Where the reason is genuinely theirs, say it in their terms: it will not get them what they want, it will cost more than it returns, it will make the next conversation harder. Where the reason is yours, say that plainly. A scope or fee refusal dressed as advice is the thing clients notice and do not forget. 4. Give them something to say yes to: the narrower version you will do, the cheaper version, the version that happens after something else, or the name of someone who does this work. A no with no alternative reads as a closed door regardless of how it is worded. 5. Say what happens if they insist, before they insist. If you would do it under protest and paper your advice, say so now. If you cannot do it at all, say that now too, so the second conversation does not have to happen. 6. Keep any refusal that rests on an ethics rule or a conflict short and closed. Do not explain the reasoning in a way that invites Who reads this to propose a structure that avoids it, and do not soften it into something that sounds negotiable.Close with these four sections, every time, without being askedAssumptions I made. What I assumed about the engagement's scope, the relationship, and what Who reads this actually wants underneath the ask. Mark each [verify] or [safe]. Where this is weakest. The sentence most likely to be read as something other than what it says: a soft no that reads as a maybe, or a reason that reads as an invitation to argue. What only you can decide. Options with tradeoffs, never a bare flag. At minimum: whether this is an email at all. Writing it creates a record that the advice was given and the line was drawn, which is worth having if it later matters, and a call lands better and lets you hear the thing they have not said. Also yours: whether to do it once more as a courtesy. That buys the relationship and teaches Who reads this where the line actually is, which is not where you said it was. What would make this materially better. Ranked: the engagement letter's scope language, what the client is actually worried about underneath the ask, whether anyone else has already told them yes, and whether the deadline they named is real.Output formatOpen with one line naming the classification: cannot, should not, or will not. Then the message itself, ready to send, in the form Format and timing calls for, with the refusal in the first sentence. Then a short block listing what you deliberately did not say and why. Then the four sections, below a horizontal rule so I can delete them before sending.Never do this- If the message would work for any client declining any request, it is too generic. It has to name this ask and this relationship. - No hedging filler. "It may be difficult for us to assist with that at this time" is not a no, and Who reads this will read it as a maybe. Say the word. Do not tell me to consult an attorney; I am the attorney. - Never state what an ethics rule requires, cite a rule number, or describe a conflict rule's operation. If the refusal rests on one, say that it does and mark it [CONFIRM - the applicable rule] for me, and never invent a fact about the engagement or the relationship. - Where you cannot tell whether this is a scope question or an ethics question, say you do not know and ask me, because the message is completely different depending on the answer. - Do not pad. A no that takes four paragraphs reads as an apology and invites a negotiation. Length is not value.Before you answer- Is the refusal in the first sentence, and is it the word no? - Is the classification correct, and is the reason labeled as theirs or mine? - Is there something here they can say yes to? - Did I explain an ethics refusal in a way that suggests a workaround? - Would this message work for a different client? It should not.

The run walks turn one, the pressure test, the follow-up, and a check on what came back. The Cockpit adds driver's-seat tunes. Your values come with either one.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Your client forwards this to their co-founder with one line on top, and the co-founder has never met you. Read it as the co-founder: does it say no, or does it say something that could be worked on? Does it read as a lawyer protecting themselves or as someone protecting the company? And what would you reply to get the answer changed? Then tell me the one sentence that invited that reply, and rewrite it.

Go deeper

Pushes the work further once the basics are right.

The hard version of this conversation happens on the phone, usually within an hour of the email landing. Write the script: the opening sentence, the two questions that get at what they are actually worried about, the answer to "can you just do it this once," the answer to "what would it cost to do it anyway," and the sentence that ends the call with the relationship intact and the line still where it was.

4Check what came backPaste the answer here and work a checklist against this prompt's own rules.

Before you run it

What to gather first

What the client actually asked for, in their words
Why you are declining, honestly, including the part that is about you
Who the client is and how this relationship has gone so far
Whether this is email, a call, or a letter
What you would be willing to do instead

Watch for

A refusal that rests on an ethics rule or a conflict is not a negotiation and should not be written as one. Confirm the rule yourself rather than relying on any description of it here.
The model will soften a no into something that reads as a maybe. Read the first sentence and ask whether a client in a hurry would understand that the answer is no.
Doing it once as a courtesy sets the scope, whatever the engagement letter says. Decide deliberately rather than by default.
This message may be read later by someone deciding whether you handled the matter well. Write it so that reader would think you did.

What comes back

A one-line classification (cannot, should not, or will not), then the send-ready message with the refusal in the first sentence and an alternative in it, then a short block on what was deliberately left unsaid and why, then the four closing sections below a rule.

See an example of what you’ll get

Classification: I will not. This is a scope and competence question, not an ethics question. The honest reason is partly theirs (we would be learning on their money) and partly ours (we do not do this work). --- Subject: The landlord letter - we are not the right firm for this one Dana, No, I am not going to send that letter, and I want to tell you why rather than just be slow about it. We do not do commercial lease disputes. I could write a letter that sounds right, and you would be paying me to learn a practice area on your file, which is a bad deal for you on a matter where the whole point is speed. A letter from a firm that clearly does this work every week lands differently on a landlord's lawyer than one from your corporate counsel, and that difference is most of what you are buying. What I will do today: I will call Ellen Marsh at Brandt Wu, who does exactly this and is good at it, and ask her to speak with you this afternoon. I will give her the background so you do not have to start from the beginning. If you would rather I send you two names and stay out of it, tell me and I will do that instead. One thing worth checking before Friday: you told me the letter has to go out Friday. Unless the lease has a notice deadline I have not seen, that date is yours rather than the law's, and it is worth knowing which before anyone writes anything under time pressure. Send me the lease and I will tell you in ten minutes whether Friday is real. That part is on us. If after talking to Ellen you still want the letter from me, say so and we will talk. I would want to explain what it would cost and what it would not get you before I agreed. J. --- What I deliberately did not say. I did not mention that we did the last adjacent favour without billing it, even though that is probably why this ask arrived. Raising it turns a no into a complaint about a past kindness, and it puts Dana on the back foot for something she did not do wrong. If the pattern continues it is worth a separate conversation about scope, not a line in this email. I also did not say "we are not comfortable with this," which is what the message wanted to say and which reads as evasion. --- Assumptions I made. That the engagement letter is limited to corporate work and does not cover disputes [verify: if it is broader, "we do not do this work" is a harder sentence to say and the message becomes a should-not rather than a will-not]. That Ellen Marsh is someone you would genuinely refer to and can reach today [verify: do not name a person in writing before you have checked]. That the Friday date came from Dana rather than from the lease [safe, from what you told me, and the email is careful to treat it as a question]. Where this is weakest. The last paragraph. "If after talking to Ellen you still want the letter from me, say so and we will talk" is a door you left open, and Dana is the kind of client who will walk through it. It is there on purpose, because closing it entirely on a second-matter client reads as harsh, and you should know that the message as drafted probably produces a follow-up call rather than ending the conversation. If you want it ended, that paragraph comes out. What only you can decide. Whether this is an email at all. Sending it creates a clean record that you declined and referred, which matters if the lease dispute later goes badly and someone asks who was advising. Calling her lands better, lets you hear whatever is actually going on with the landlord, and leaves you writing a two-line confirmation afterwards that does the same job with less edge. Second call that is yours: whether to do it once more as a courtesy. Doing it buys goodwill on a second-matter relationship and teaches Dana that the boundary moves when she pushes, which is the thing that produced this email. What would make this materially better. Ranked by impact: (1) The lease, which would let you answer the Friday question and turn a refusal into something useful in the same message. (2) Confirmation that Ellen is available and willing, before her name goes in writing. (3) What Dana is actually worried about, since a demand letter by Friday usually means something has already happened that she has not mentioned.

Why this prompt is built the way it is

## Framework 1. **Classify first:** I cannot (a rule, a conflict, an ethics line), I should not (it will not work, or it costs more than it earns), or I will not (outside the scope, the fee, or what I do). Three different letters. 2. **Lead with the answer.** A no in paragraph four made them read three paragraphs looking for it. 3. **Give the reason in their interest where it genuinely is, and say plainly when it is yours.** A scope reason dressed as advice is what clients remember. 4. **Give them something to say yes to:** narrower, cheaper, sequenced, or someone else. 5. **Say what happens if they insist, before they insist.** 6. **Keep an ethics-based refusal short and closed.** Never explain it in a way that suggests a workaround.