Draft

Draft a flat-fee engagement letter

Produces the engagement letter that holds up at a fee grievance: scope defined by what is excluded, every dollar tied to a milestone, trust treatment that matches your state, and a refund the client can compute.

About 12 minstarterSolo / small firm

Your prompt4,902 characters

Still to fill in: Client, The matter, Fee and milestones, State whose rules govern, Firm and signing lawyer

RoleYou are a small-firm lawyer who has rewritten your engagement letter after every fee dispute you have had. You draft the "what this does not include" paragraph first, because that is the one read back to you at the grievance hearing, and you will not write a fee term you would be embarrassed to explain to the client's spouse.What I needDraft the flat-fee engagement letter from Firm and signing lawyer to Client for the matter below, under State whose rules govern rules. Account for anything unusual here: Anything unusual.InputsMatter: The matter Fee and milestones: Fee and milestones Client: Client Firm and signer: Firm and signing lawyer Governing state rules: State whose rules govern Anything unusual: Anything unusualHow to work this1. Draft the exclusions paragraph first, specific to The matter: four or five things a client in this exact situation would assume are covered and are not, each needing its own agreement and fee. 2. Tie every dollar in Fee and milestones to an event someone else could verify from the file. Reject any milestone stated as elapsed time or percentage of work. 3. Deposit the fee in trust with draws at milestones and a billing notice at each draw. If any part is earned on receipt, the letter must also say the client may discharge the firm at any time and recover what is unearned. Then write the refund so the client can do the arithmetic: what comes back between milestones, who decides whether partial work is credited, and the days until payment and file return. 4. Write the summary box last, in five sentences, and check it against the numbered paragraphs. The client relies on the box, so it cannot say anything the letter does not. Where Anything unusual shows a third party paying, name the client and state that the payer directs nothing.Close with these four sections, every time, without being askedAssumptions I made. Every term I supplied that was not in your inputs: response times, cost thresholds, refund windows, insurance limits, venue. Mark each [verify] or [safe]. Where this is weakest. The two provisions disciplinary counsel circles first: the milestone hardest to prove was reached, and the exclusion a client could say was never explained. Quote them. What only you can decide. Present each as options with tradeoffs. At minimum: trust deposit with milestone draws, defensible in every state but the money stays out of reach until earned, against earned on receipt, which fixes cash flow, draws hard scrutiny in a grievance, and is barred outright in some states. Also: whether to add a withdrawal-for-nonpayment clause, which strengthens your hand with a slow-paying client, reads as adversarial at signing, and does not bind the judge who has to let you out. What would make this materially better. The one input that would most improve the next draft: your state's flat-fee rule text, your actual policy limits, or the exclusions you have been burned on before. Rank by impact.Output formatA letter on letterhead: Re: line, a five-sentence summary box, then numbered paragraphs for scope, exclusions, fee and milestones, trust and billing, costs, client responsibilities, communications, termination, refund, conflicts, state disclosures, governing law, and an acknowledgment block.Never do this- If this letter would work for any client on any matter with the names swapped, it is too generic. The exclusions must name things that could only arise in this matter. - No hedging filler. Cut "arguably," "as needed," and "reasonable efforts under the circumstances." Do not tell me to consult an attorney about my own engagement letter. - Never invent a rule number, a policy limit, a bar program, or a bank. Anything state-specific not in my inputs gets [CONFIRM - state-specific]. A fabricated disclosure is worse than a missing one. - Where you do not know whether State whose rules govern permits a flat fee to be earned on receipt, or what language that requires, say you do not know. Do not draft confident boilerplate over the gap. - Never limit the firm's liability for its own negligence, and never write a nonrefundable fee with no discharge right. Both are prohibited in most states. - Do not pad. A $2,800 uncontested filing does not need an arbitration annex. Length is not value.Before you answer- Did I draft the exclusions first, and do they name this matter's specific risks? - Is every milestone an event someone could verify from the file, and can the client compute their own refund from the letter alone? - Is every state-specific statement either from my inputs or marked for confirmation? - Would this letter fit another client's matter? It should not.

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

Pressure-test it

Makes the AI switch hats and attack its own answer.

A grievance has landed: the client says the lawyer took the money and never finished the case. Read this letter as the disciplinary counsel assigned to it. Name the three provisions you would build the charge around: the milestone that cannot be proved, the fee treatment that does not match the state rule, the scope term the client could plausibly say was never explained. Rewrite each so it protects the lawyer without becoming unfair to the client, and say which one would still be a problem no matter how it is drafted.

Go deeper

Pushes the work further once the basics are right.

You are one audit letter away from having to show every draw in order. Produce the trust accounting that this letter requires: the ledger entries that post at each milestone draw, showing date, event, amount drawn, running balance, and the billing notice that goes to the client the same day. Then the closing letter that returns any unused balance, states the engagement has ended, and tells the client where the file is.

Before you run it

What to gather first

What you are engaged to do, in the words you would use to a colleague
The total fee and the events that earn each portion of it
Your state's rules on flat fees and client trust funds
Whether you carry malpractice insurance and your policy limits
Who is actually paying, and whether anyone else is involved in the matter

Watch for

Flat-fee treatment is one of the most state-specific rules there is. Whether a fee can be earned on receipt, and what language that requires, must be confirmed against your own rule before you use this letter.
A nonrefundable fee that leaves the client no way to recover unearned amounts is prohibited in most states, regardless of what the client agreed to.
Do not limit malpractice liability in an engagement letter unless your state permits it and the client has independent counsel. Most states do not.
When someone other than the client pays the fee, informed consent and confidentiality obligations attach. The letter must say who the client is and that the payer directs nothing.
Mandatory engagement-letter and fee-disclosure requirements exist in several states. Confirm what yours requires rather than trusting a template to have included it.

What comes back

An engagement letter on letterhead: Re: line, a five-sentence plain-English summary box, and numbered paragraphs covering scope, exclusions, fee and milestone draws, trust and billing, costs, client responsibilities, communications, termination, refund of unearned fees, conflicts, state-specific disclosures marked for confirmation, modifications in writing, governing law, and an acknowledgment block. Followed by the four closing sections.

See an example of what you’ll get

[Cascade Law PLLC letterhead] Re: Engagement - adoption of Theo Park, Ada County District Court Dear Mr. Park: The short version. We will represent you in the uncontested stepparent adoption of Theo. The flat fee is $2,800, plus court costs of roughly $200 that you pay directly. The $2,800 goes into our trust account and we earn it in four $700 steps as the case moves. You may end this engagement at any time, and anything we have not earned comes back to you within 14 days. Please read the numbered paragraphs, then sign at the end. 1. What we will do. Represent you as petitioner in the adoption of Theo Park (DOB 4/12/2018) in Ada County District Court: obtaining the required consents, drafting and filing the petition, appearing at one hearing, and obtaining entry of the final decree. 2. What this does not include. Five things people in your situation often assume are covered and are not: (a) a contested adoption or any contested termination of another person's parental rights; (b) custody, visitation, or child-support proceedings, including modification; (c) a name change not entered as part of the decree; (d) any post-decree dispute or appeal; (e) immigration or tax consequences of the adoption. Each of these would require a separate written agreement and a separate fee. If any of them arises, we will tell you before doing the work. 3. The fee. $2,800 total, earned in four equal $700 increments at these events: signing this letter; filing the petition; conclusion of the hearing; entry of the final decree. 4. Trust and billing. You deposit $2,800 into our IOLTA trust account at Idaho Central Credit Union when you sign. The money stays yours until earned. We withdraw $700 at each event above and email you a notice the same day showing the withdrawal and the remaining balance. You may request the ledger at any time. 5. Costs. The filing fee (about $166), service of process, and any court-required background check are yours and are not part of the flat fee. We will advance any single cost under $250 and bill it to you; anything larger we will ask you to fund first. 9. If this ends early. Either of us may end the engagement at any time, in writing. You get back every $700 increment not yet earned, within 14 days, along with your file. If we have done substantial work toward the next milestone, we will tell you what it was and you decide whether to credit it or take the full refund: your choice, with our recommendation in writing. 11. Disclosures. E. Whitfield is licensed in Idaho. Cascade Law PLLC carries professional liability insurance of $1,000,000 per claim. You may have this letter reviewed by another lawyer before signing. [CONFIRM - state-specific: whether Idaho requires a fee-arbitration notice and, if so, its exact wording.] 14. Your mother is paying, and you are the client. Ellen Park is paying the fee. That does not make her our client. We take direction only from you, and we will not discuss the matter with her without your written permission. I have read this letter and agree to it. Devon Park: ____________________ Date: __________ --- Assumptions I made. A 14-day refund and file-return window [verify - you did not specify]. That two business days is your response commitment [verify]. That $250 is the cost threshold requiring pre-approval [verify]. Insurance limits taken from your input [safe]. Where this is weakest. "Conclusion of the hearing" as a milestone. If the hearing is continued for a defect in consents, it is genuinely unclear whether that $700 was earned. And paragraph 2(b) excludes support proceedings, which a stepparent adoption client may reasonably think are part of the same event. What only you can decide. Trust-with-milestones, drafted above, is defensible everywhere but keeps $2,800 out of your operating account for up to four months. Earned-on-receipt would fix your cash flow, is scrutinized hard in a grievance, and may not be permitted in Idaho at all without specific language. Also yours: whether to add a withdrawal-for-nonpayment clause: it strengthens your hand with a client who stops paying, reads as adversarial at signing, and does not bind the judge who has to let you out mid-case. What would make this materially better. (1) The text of Idaho's flat-fee and trust rule, which decides paragraph 4 outright. (2) Whether the consents are already signed, which is the real risk to the hearing milestone. (3) The two exclusions that have burned you before in adoptions: those belong in paragraph 2 ahead of my guesses.

Why this prompt is built the way it is

## Framework 1. **Out of scope is the paragraph that matters.** Name the four or five things a client in this situation would assume are included and are not: the appeal, the related case, the post-judgment motion, the second party who shows up later. 2. **Every dollar tied to an event.** "On filing of the petition" is verifiable. "As work progresses" is a fee dispute with a date on it. 3. **Trust by default, with a refund the client can compute.** Deposit the fee and draw at milestones; if the letter says earned on receipt, it must also say the client may discharge counsel at any time and recover what is unearned, and the state may not permit the treatment at all. Then: what comes back between milestones, who decides whether partial work is credited, how many days until the check. 4. **A summary box that matches the letter, and no guessed disclosures.** Five sentences at the top (the fee, what it covers, what it does not, what to do next) because if the box and the paragraphs disagree the client relies on the box. Mark malpractice, fee-arbitration, and independent-counsel disclosures for confirmation rather than drafting them from assumption, and name the client whenever someone else is paying.