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Draft/Featured
Draft a demand letter that moves money
Writes the demand with the wrong in the first sentence, damages that show their arithmetic, and a deadline with a stated consequence, without handing the other side a free preview of your case.
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May 14, 2025
Dear Ms. Chen:
BetaCorp stopped delivering under its February 12, 2025 supply agreement with Acme Holdings on April 1, and Acme has incurred $744,000 in cover damages as a result.
1. On February 12, 2025, the parties executed a supply agreement (Ex. A) requiring BetaCorp to deliver 12,000 units of Component X per month for six months at $48 per unit.
2. BetaCorp delivered 8,400 units in March 2025 (3,600 short of the 12,000 required) and none of the 12,000 due in April.
3. On April 14, 2025, BetaCorp's Chief Operating Officer wrote that BetaCorp "cannot perform" (Ex. B).
4. Acme covered through three replacement vendors at an average of $97 per unit between April 16 and May 9, 2025 (Ex. C).
This is a straightforward breach. Acme performed, BetaCorp repudiated in writing, and Acme covered in good faith and without unreasonable delay. Under California Commercial Code § 2712, a buyer who covers recovers the difference between the cover price and the contract price, together with incidental and consequential damages [UNVERIFIED - confirm section number and current text before sending].
The number:
March shortfall: 12,000 required − 8,400 delivered = 3,600 units
April shortfall: 12,000 required − 0 delivered = 12,000 units
Undelivered units: 3,600 + 12,000 = 15,600
Cover differential: $97 average cover price − $48 contract price = $49 per unit
15,600 units × $49 = $764,400
Less mitigation credits = ($20,400)
Total = $744,000
Prejudgment interest runs at 10% under Cal. Civ. Code § 3289(b) if no contract rate applies [UNVERIFIED], which on $744,000 adds roughly $6,200 per month.
Acme will accept $744,000 in full settlement if payment is received by Wednesday, May 28, 2025, fourteen days from the date of this letter. If Acme has no written response by that date, it will file suit in the Northern District of California on Thursday, May 29, seeking the full amount plus interest and costs. Nothing here waives any right or remedy.
Sincerely,
J. Alvarez
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Assumptions I made. The February 12 agreement contains no notice-and-cure or mandatory-mediation clause [verify - this is the single most likely way this letter backfires]. The $20,400 mitigation credit is documented, not estimated [verify]. California law governs and no contractual interest rate applies [verify against § 18 of Ex. A]. The demand covers the March and April shortfalls only, which is where your 15,600 units comes from. The agreement runs six months, so May units are already due and June through August will accrue [verify the theory you want: if the April 14 letter is a total repudiation, the claim is the remaining term (63,600 undelivered units rather than 15,600) and the number is roughly four times this one].
Where this is weakest. "Acme covered in good faith and without unreasonable delay" is doing real work with no support in front of it. BetaCorp will argue the $97 price was commercially unreasonable and that Acme could have sourced at $70. Add one sentence naming the three vendors and the quotes you rejected.
What only you can decide. Whether to mark this Rule 408. Marked, the number stays out if you try the case; unmarked, the April 14 admission plus this letter builds a clean record of notice and refusal that supports interest from an earlier date. Also yours: demand the full $744,000, or open at $744,000 and signal a $625,000 landing zone in the same letter. The second closes faster and tells them your floor.
What would make this materially better. Ranked by impact. (1) Section 18 of Ex. A, and any notice-and-cure or dispute-resolution clause. If one exists, this letter is premature and the deadline is wrong. (2) The three cover invoices behind the $97 average, with the quotes Acme rejected. That blended figure is the number BetaCorp attacks, and right now there is nothing under it. (3) Backup for the $20,400 mitigation credit: an unexplained deduction reads as negotiated rather than computed, and it invites a counter-deduction. (4) Whether Acme has replaced BetaCorp for the rest of the term, which decides whether this is a two-month shortfall letter or a repudiation claim on all six months.
Why this prompt is built the way it is
## Framework
1. **Open with the wrong, not the recital.** The first sentence names the party, the act, the date, and the number. Then the facts in short dated paragraphs, one fact each, exhibits named.
2. **Law in one paragraph.** Name the cause of action, walk the elements, tie each to a numbered fact. No string cites.
3. **Damages with visible math, reconciled against the facts.** Show the arithmetic on its own line so the reader can check it, and price interest, fees, and any multiplier separately. They move the settlement calculus more than the base number.
4. **Clear the notice statutes and set a deadline that means it.** Consumer, construction defect, med-mal, and government-claim statutes impose mandatory pre-suit content; the deadline is a calendar date with a sentence about what happens the next morning.
5. **Confident, never abusive, and never a free preview.** No insults, no verdict predictions, no threat of criminal or disciplinary referral, and nothing that gives away work product.