# Demand Letter — Template A single skeleton with three inline branch variants. Pick one branch at Step 1 (see `../SKILL.md`), keep its blocks, delete the other branch markers and their contents, then fill placeholders. Every `{{PLACEHOLDER}}` must be resolved or explicitly marked `[UNVERIFIED — client-provided]` / `[VERIFY]` before the draft leaves the skill. **Branches** - `` — Ch. 93A, DTPA, CLRA, FDCPA, FL med-mal, construction defect, any letter whose legal function is satisfying a statutory pre-suit prerequisite. - `` — Demand directed at an insurer/adjuster invoking bad-faith / Stowers / Holt framework; typically PI. - `` — Breach + cure, C&D (trademark / patent / trade-secret / non-compete), general demand for payment under a contract. Placeholders in `{{DOUBLE_BRACES}}` are required. Placeholders in `[SINGLE_BRACKETS]` are conditional — keep only if the condition applies. --- ## Header block ``` {{DATE — full month, day, year}} {{SERVICE METHOD}} Options (pick one or stack): "Via Certified Mail, Return Receipt Requested" "Via FedEx (Tracking No. {{TRACKING}})" "Via Hand Delivery" "Via Email to {{EMAIL}}" "Via Facsimile to {{FAX}}" Rule: if the governing contract specifies a notice method, use that method AND state that you used it. Never substitute a weaker method. {{RECIPIENT NAME}} {{RECIPIENT TITLE}} {{RECIPIENT ENTITY — corporate name as filed with Secretary of State}} {{CONTRACTUAL NOTICE ADDRESS OR REGISTERED-AGENT ADDRESS}} [c/o {{REGISTERED AGENT}}] ← add if service on the agent is required by statute or contract ``` ## Re: line ``` Re: {{SHORT SUBJECT — e.g., "Demand Under Mass. Gen. Laws ch. 93A, § 9" or "Time-Limited Policy-Limits Settlement Demand — Allen v. Burton" or "Notice of Breach and Demand for Cure — Master Services Agreement dated {{DATE}}"}} Claimant: {{CLIENT FULL LEGAL NAME}} Date of Incident / Breach: {{DATE}} [Policy No.: {{POLICY}}] ← policy-limits only [Claim No.: {{CLAIM}}] ← policy-limits only [Contract: {{CONTRACT TITLE, DATE}}] ← commercial only ``` ## Optional FRE 408 / state-equivalent header ``` SETTLEMENT COMMUNICATION — SUBJECT TO FRE 408 AND {{STATE}} RULE OF EVIDENCE {{NUMBER}} ``` **Keep when:** letter explicitly invites settlement, includes a term sheet, or offers a compromise number. **Omit when:** letter is a pure statutory-prerequisite notice (Ch. 93A, DTPA, CLRA, FDCPA § 1692g), a pure cease-and-desist without a monetary ask, or a policy-limits demand that you want fully admissible as a Stowers/Holt exhibit (jurisdiction-specific — see `JURISDICTION-PRESUIT.md` and `ETHICS-AND-PRIVILEGE.md`). **Warning:** the label is a signal, not a shield. Factual admissions inside the letter can still be used for purposes other than proving liability in some jurisdictions. Draft as if admissible. ## Salutation ``` Dear {{SALUTATION}}: ``` **Decision rule:** - If recipient is known to be represented → address counsel (`Dear Counsel:` or `Dear Ms./Mr. {{LAST}}:`). Model Rule 4.2; see `ETHICS-AND-PRIVILEGE.md`. - Corporate recipient, no known counsel → address by title (`Dear General Counsel:`, `Dear Risk Manager:`, `Dear Claims Adjuster:`). - Individual recipient → `Dear Mr./Ms./Mx. {{LAST}}:` — do not use first names. --- ## §1 — Opening: Representation and Purpose ``` This firm represents {{CLIENT}} in connection with {{CLAIM SUBJECT}}. This letter serves as {{CLIENT}}'s written demand under {{STATUTE CITATION}} and satisfies the pre-suit notice requirement of that statute. It identifies the unfair, deceptive, or otherwise actionable conduct, the injury sustained, and the relief demanded. ``` ``` This firm represents {{CLIENT}} for injuries sustained in the {{INCIDENT TYPE}} on {{DATE}}. We write to offer {{INSURER}} a time-limited opportunity to settle all claims arising from this incident for the available policy limits of {{POLICY NO.}}. This offer is made in good faith, with the expectation that {{INSURER}} will evaluate the claim in accordance with its fiduciary obligation to its insured {{INSURED NAME}}. ``` ``` This firm represents {{CLIENT}} in connection with {{COUNTERPARTY}}'s {{BREACH TYPE — e.g., "failure to perform under Section X of the"}} {{CONTRACT TITLE}} dated {{CONTRACT DATE}} (the "Agreement"). This letter constitutes formal notice of breach under {{NOTICE CLAUSE SECTION}} of the Agreement and a demand for {{CURE | PAYMENT | CESSATION}}. ``` **Rule for all branches:** no legal theories yet, no damages numbers yet. Section 1 establishes who, why, and the letter's formal function. Keep to 2–4 sentences. --- ## §2 — Factual Background **Length guidance by branch:** - Statutory-notice: 250–600 words. Must be specific enough to satisfy the statute's "identifying the unfair or deceptive act" requirement (MA 93A) or equivalent. - Policy-limits: 400–1500 words. Liability + full injury/treatment narrative; this is your Stowers/Holt exhibit if the insurer refuses. - Commercial: 300–800 words. Focus on contract terms + counterparty's conduct; fewer emotions, more dates and documents. **Content rules (all branches):** 1. Chronological. Start at formation / incident, end at the moment of this letter. 2. Every fact must be source-cited inline: `(Exhibit A, p. 3)`, `(Email from {{SENDER}} to {{RECIPIENT}}, {{DATE}}, attached as Exhibit B)`, `(Medical Record, {{PROVIDER}}, {{DATE}})`. If a fact has no source, either get one, cut it, or label `[UNVERIFIED — client-provided]`. 3. Quote contract terms and adverse-party statements verbatim. Never paraphrase a clause you intend to rely on. 4. No conclusory labels ("fraudulent," "willful," "bad-faith," "criminal") without facts that supply each element of that label. 5. Adversarial awareness: every sentence is a future exhibit. If a sentence could be used against your client's position, rewrite or cut. 6. One source-cited fact per claim element, minimum. If you cannot supply a fact for every element, do not plead that cause of action in §3. ``` On {{DATE}}, {{SPECIFIC EVENT}}. (Exhibit {{X}}) On {{DATE}}, {{SPECIFIC EVENT}}. (Exhibit {{X}}) ... As of the date of this letter, {{CURRENT STATUS}}. ``` --- ## §3 — Legal Basis ``` The conduct described above violates {{STATUTE SHORT NAME}}, {{FULL CITATION}}. Specifically: (a) {{ELEMENT 1}} — {{TIE TO §2 FACTS}}. {{CITATION [VERIFY]}} (b) {{ELEMENT 2}} — {{TIE TO §2 FACTS}}. {{CITATION [VERIFY]}} (c) {{ELEMENT 3}} — {{TIE TO §2 FACTS}}. {{CITATION [VERIFY]}} {{STATUTE}} provides for {{REMEDIES — actual damages, multipliers, fees, etc.}}. See {{CITATION [VERIFY]}}. ``` ``` Liability is clear. {{ONE-SENTENCE LIABILITY STATEMENT TIED TO §2 FACTS}}. See {{CONTROLLING CASE [VERIFY]}}; {{STATUTE IF ANY [VERIFY]}}. {{INSURED}} owed {{CLIENT}} a duty of {{CARE STANDARD}}, breached that duty by {{CONDUCT}}, and proximately caused {{HARM}}. {{INSURER}} owes {{INSURED}} a fiduciary duty to settle within policy limits when liability is clear and damages exceed limits. See {{LEADING BAD-FAITH OR STOWERS/HOLT CASE [VERIFY]}}. Refusal of this demand, if liability is later established and a verdict exceeds limits, exposes {{INSURER}} to extracontractual damages. ``` ``` {{COUNTERPARTY}}'s conduct constitutes a material breach of {{SECTION}} of the Agreement, which provides: "{{VERBATIM CONTRACT LANGUAGE}}" {{BRIEF APPLICATION — how the facts in §2 breach this clause}}. [Additionally, the conduct violates {{STATUTORY OR COMMON-LAW THEORY}}. See {{CITATION [VERIFY]}}.] ← include only if it independently unlocks a remedy (fees, punitives, treble damages) OR survives a foreseeable defense to the breach claim. ``` **Primary-vs-secondary rule (all branches):** State the primary claim (the one with the best-supported elements AND whose remedy matches the client's objective). Add secondary claims only if they independently unlock a remedy the primary does not, OR if they survive a foreseeable defense to the primary. Otherwise omit — over-pleading weakens the letter's credibility as a future exhibit. **Citation verification:** every statutory cite → `legal-research`; every case cite → `citation-bluebook` for format and good-law status. Unverified → `[VERIFY]` inline. --- ## §4 — Damages and Relief Use the rules in `DAMAGES-METHODOLOGY.md`. Format choice: - **Inline narrative** for letters with 1–3 damage categories (typical statutory-notice, simple commercial). - **Table** for letters with 4+ categories or multiple line items per category (typical policy-limits, complex commercial). - **Appendix** for letters with extensive billing records or expert reports supporting the numbers. ``` {{CLIENT}} has suffered the following damages as a direct and proximate result of the conduct described above: | Category | Amount | Support | |----------------------------------|---------------|-------------------------------| | Direct / expectation | $ {{AMOUNT}} | {{EXHIBIT/RECORD}} | | Consequential | $ {{AMOUNT}} | {{EXHIBIT/RECORD}} | | [Statutory multiplier ({{BASIS}})] | $ {{AMOUNT}} | {{STATUTE CITATION [VERIFY]}} | | [Prejudgment interest ({{RATE}})] | $ {{AMOUNT}} | {{STATUTE/CONTRACT [VERIFY]}} | | [Attorney's fees and costs] | $ {{AMOUNT}} | {{CONTRACT/STATUTE [VERIFY]}} | | | | | | **Total demand** | **$ {{TOTAL}}** | | {{MITIGATION DISCLOSURE — if facts suggest a mitigation defense, address affirmatively: what {{CLIENT}} did to mitigate, why further mitigation was not feasible}}. {{OFFSETS AND CREDITS — any payments already received, insurance offsets, or collateral-source amounts accounted for}}. ``` **Rules:** apply the "Cross-cutting rules" in `DAMAGES-METHODOLOGY.md` — no client totals as computed, every line needs a source, no fees without a verified basis, no walkaway number. --- ## §5 — Evidence Preservation ``` Litigation is now reasonably anticipated. {{COUNTERPARTY OR INSURER}} is hereby on notice of its duty to preserve all documents and electronically stored information ("ESI") that may be relevant to the claims described above, including but not limited to: - emails, text messages, instant messages, and other electronic communications - calendar entries, call logs, and voicemail - internal reports, memoranda, and notes - database records and metadata - backup media, cloud storage, and archival systems - [{{INCIDENT-SPECIFIC ITEMS — e.g., surveillance footage from {{LOCATION}}, EDR/black-box data from vehicle VIN {{VIN}}, product exemplars}}] Routine destruction and retention policies must be suspended immediately as to these materials. Failure to preserve may result in spoliation sanctions, adverse-inference instructions, and independent tort liability where recognized. ``` **Scope rule:** the paragraph above is a trigger + catch-all. If the matter involves specific high-risk evidence (surveillance video with short retention, vehicle EDR, medical devices, ESI on custodian-controlled systems), do not rely on this paragraph alone — invoke the `spoliation-letter` skill to produce a dedicated preservation demand with full itemization and a confirmation deadline. --- ## §6 — Demand and Proposed Resolution ``` Pursuant to {{STATUTE}}, {{CLIENT}} demands: 1. {{MONETARY RELIEF}} — $ {{AMOUNT}}, payable to {{PAYEE}} by {{METHOD — wire, check, ACH}} at {{ADDRESS/ACCOUNT}}; 2. {{NON-MONETARY RELIEF — e.g., cessation, correction, retraction, recall}}; 3. [{{STATUTORY-SPECIFIC RELIEF — injunctive relief, rescission, restitution}}]. A written response meeting the requirements of {{STATUTE §}} must be delivered to this office no later than {{CALENDAR DATE — computed from statutory period}}. ``` ``` {{CLIENT}} offers to settle all claims against {{INSURED}} arising from the incident of {{DATE}}, including any and all bodily-injury, property-damage, consequential, and loss-of-consortium claims, in exchange for payment of the available {{POLICY NO.}} limits of $ {{LIMITS}}. This offer is open until {{CALENDAR DATE AND TIME, TIMEZONE}}. Payment must be delivered to this office by {{METHOD}}, accompanied by a limited release in substantially the form {{ATTACHED | TO BE PROVIDED}}. Any counteroffer, conditional acceptance, or request to modify the terms above will be treated as a rejection. ``` ``` {{CLIENT}} demands: 1. {{PRIMARY RELIEF — cure, payment, cessation, return of property, corrective action}}, on or before {{CALENDAR DATE}}; 2. {{ANCILLARY RELIEF — written confirmation, accounting, destruction certificate, etc.}}; 3. Reimbursement of {{CLIENT}}'s damages as set forth in §4. [If settlement is offered: the following release framework would be acceptable: - Release scope: {{MUTUAL | UNILATERAL | CARVE-OUTS}}; - Confidentiality: {{STANDARD | REQUIRED WITH CARVE-OUTS FOR COUNSEL AND REGULATORS}}; - Non-disparagement: {{MUTUAL | ONE-WAY}}; - No admission of liability.] ``` **Term-sheet inclusion rule:** include release / confidentiality / non-disparagement language only when the letter explicitly invites settlement. Omit from pure statutory-notice (93A, DTPA, CLRA, FDCPA § 1692g) — those terms belong in the response-negotiation phase. --- ## §7 — Consequences of Non-Compliance ``` Failure to satisfy the demand above by {{CALENDAR DATE}} will result in {{CLIENT}} pursuing all available remedies, including: - Filing suit in {{FORUM — e.g., "the United States District Court for the {{DISTRICT}}" | "the {{COUNTY}} District Court of {{STATE}}"}}, seeking {{LIST OF REMEDIES — compensatory damages, statutory multipliers, injunctive relief, fees and costs}}; - [{{STATUTORY ESCALATION — e.g., "treble damages and attorney's fees under {{STATUTE}}"}}]; - [{{REGULATORY REFERRAL WHERE APPROPRIATE — e.g., "notification to {{AGENCY}}"}}] ← see "Forbidden phrasings" in ETHICS-AND-PRIVILEGE.md; regulatory referral is permissible as information, not as criminal-threat leverage. This letter is not a threat of criminal prosecution and nothing herein should be construed as one. ``` **Deadline rule:** default 30 calendar days. Override to the statutory period where applicable (MA 93A: 30; TX DTPA: 60; CLRA: 30; FDCPA § 1692g: 30). Sub-14-day only for imminent-harm scenarios (ongoing infringement, spoliation risk, foreclosure sale date) — justify the shorter deadline in the letter text. **Forum rule:** contract forum-selection clause controls. Absent a clause, default to a forum with (a) personal jurisdiction over the recipient and (b) venue under 28 U.S.C. § 1391 or the state equivalent. When multiple valid forums exist, choose per client preference from intake. If the client has not decided, flag and ask — do not name a forum you have not confirmed. --- ## §8 — Closing and Signature ``` This letter is written with full awareness that it may be received by counsel for {{COUNTERPARTY}}. {{CLIENT}} remains prepared to discuss resolution on the terms above. Communications regarding this matter should be directed to the undersigned. [Settlement Communication — Subject to FRE 408 / State Equivalent] ← if kept Sincerely, {{ATTORNEY NAME}} {{BAR NUMBER, STATE}} {{FIRM}} {{ADDRESS}} {{PHONE}} | {{EMAIL}} Enclosures: {{EXHIBIT LIST}} cc: {{CLIENT NAME}} [{{CO-COUNSEL}}] [{{OPPOSING COUNSEL IF KNOWN}}] ``` --- ## Before delivering — branch-consistency checklist - [ ] Exactly one branch kept; no `` markers or alternate-branch text remain in the draft. - [ ] Every `{{PLACEHOLDER}}` resolved or marked `[VERIFY]` / `[UNVERIFIED — client-provided]`. - [ ] Every legal citation verified via `legal-research` / `citation-bluebook` or marked `[VERIFY]`. - [ ] Deadline is a specific calendar date. - [ ] Recipient entity name matches Secretary of State record; notice address matches contract or agent-on-file. - [ ] FRE 408 header kept or omitted per the rule in §8; choice is defensible. - [ ] No conclusory labels ("fraudulent," "criminal," "willful") unsupported by §2 facts. - [ ] No criminal-threat leverage; no defamatory statements. - [ ] §5 preservation paragraph included; dedicated `spoliation-letter` invoked when high-risk evidence is in play. - [ ] §6 term-sheet language included only where the letter invites settlement. - [ ] Signature block includes bar number. - [ ] Attorney review required before sending — flagged to user.