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Why do people hate to get letters from lawyers? They carry
bad news. They mean serious business. They're hard to
understand. They use strange words. They carry the inherent
threat of suit.
Why do lawyers send such letters? They mean serious business,
and they intend to sue.
But must they use those ancient, strange words and be so hard
to understand, or can lawyers express serious business and
imminent suit using words everyone knows?
Whether writing a demand letter to a contract breacher, an
advice letter to a client, or a cover letter to a court clerk,
the letter fails if the person receiving it cannot understand
what it says.
All of these letters have one thing in common: They are not
great literature. They will not be read in a hundred years and
analyzed for their wit, charm or flowery words. With any luck
they will be read just once by a few people, followed quickly by
their intended result, whether that be compliance, understanding
Lawyers are Letter Factories
Lawyers write many, many letters. An average for me might be
five letters a day. This includes advice letters, cover letters,
demand letters, all sorts of letters. Some days have more, some
have less, but five is a fairly conservative average, I would
think. Five letters a day for five days a week for fifty weeks a
year is 1,250 letters a year. This is my 25th year in practice,
so it is quite conceivable that I have written 31,250 letters so
Why do lawyers write so many letters? A primary reason lies
within the ethics of our profession. Florida Bar Rules of
Professional Conduct Rule 4-1.4 says:
"A lawyer shall keep a client reasonably informed
about the status of a matter and promptly comply with
reasonable requests for information."
"A lawyer shall explain a matter to the extent
reasonably necessary to permit the client to make informed
decisions regarding the representation."
While clients can be kept informed and given explanations
orally, lawyers certainly know the value of the printed word
over the spoken word: it is not as easily forgotten or
misunderstood. Letters also create a record of advice given,
which is useful to both the lawyer and the client. That is why
letters are the preferred method of keeping clients informed and
giving clients explanations.
Some Things To Do Before Writing
Before you start writing the letter it makes sense to do some
preliminary background work.
- Find a letter form. Find a similar
letter you have sent in the past, or see the Appendix to
this article for sample engagement, cover, demand, contract
negotiation, contract advice, and fax letters.
- Review prior letters to this recipient.
In a busy world, it is easy to forget. Review prior letters
to remind yourself where you are in the work process, what
has already been said, and what remains to be said. This
will give your letter direction and purpose.
- Do not send a letter to another lawyer's client
without that lawyer's consent. Before sending the
letter, find out if the nonlawyer is represented by someone
else. Start by asking your client. Florida Bar Rules of
Professional Conduct Rule 4-4.2 says:
"In representing a client, a lawyer shall not
communicate about the subject of the representation with
a person the lawyer knows to be represented by another
lawyer in the matter, unless the lawyer has the consent
of the other lawyer."
- Outline your thoughts in a checklist.
Before turning on your computer or dictating machine, pull
out a yellow pad and jot down the main points for your
letter. List what you want the letter to say. Write the
points in any order; write them as they come into your mind.
You can rearrange them when you write the letter. Right now
you're just making a checklist for writing the letter.
- Keep the legal pad close at hand. When
you run out of ideas for the checklist, put the pad at the
side of your desk. New ideas always spring forth when
writing. Jot these down on the pad as you write the letter;
they are easily forgotten.
Simple Stuff That Will Make You Look Dumb If It's Wrong
Letters begin with boring things like the date and
recipient's name and address, but if any of these are missing or
wrong the letter writer will look pretty careless, to say the
least. So be careful when starting the letter, and you can even
include some extra things that will make the letter even better
than the regular letters the recipient receives.
- Date your letter. Date your letter the
day you write it, and send it the same day. Undated letters
are difficult to reply to. I usually reply to them by
saying, "This is in reply to your undated letter that I
received in the mail on 24 June 1999."
Consider using the international dating convention of
day-month-year rather than the U.S. convention of
month-day-year. As reported in the 1 June 1999 Wall Street
"The quirky U.S. style of date-writing is giving way
to the day-first standard used by most of the world.
... Both the MLA style guide and the Chicago Manual
of Style support the day-first format. 'You get rid of
the comma that way,' says Joseph Gibaldi, director of
book acquisition for the MLA in New York."
If you are sending a fax or email, then type the time
next to the date. While letters "cross in the mail" in days,
faxes and emails "cross in the wires" in hours and minutes.
- Remind your client to preserve attorney-client
confidentiality. Sometimes clients show your
letters to others without realizing they can lose the
attorney-client privilege of that communication. Add this
phrase at the top of the letter to remind them not to do
- CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
- DO NOT COPY OR DISCLOSE TO ANYONE ELSE
If the letter is written during or in anticipation of
litigation, the following phrase can be used:
- CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
- AND WORK PRODUCT
- DO NOT COPY OR DISCLOSE TO ANYONE ELSE
- Be sure to use the recipient's correct legal
name and address. Your letter may be relied upon
for its accuracy, so be accurate. Verification of names can
be obtained from the public records, the phone book, or the
Florida Division of Corporations Web site at
http://ccfcorp.dos.state.fl.us/index.html. And when it
comes to middle initials, never rely on your memory or guess
at it because most of the time you'll be wrong.
- Indicate the method of delivery if other than
mail. If being faxed, include the fax number and
telephone number. If being sent by FedEx, state whether it
is by overnight or second day. If being sent by email, state
the email address. This will make it easy for your staff
person to send it to the correct place, and it will document
for your file how it was sent.
- Include a fax notice. When sending by
fax, include a notice in case it is sent to the wrong
number. Here is the notice I use at the top of my letterhead
when sending a fax:
NOTICE: This is privileged and confidential
and intended only for the person named below. If you are
not that person, then any use, dissemination,
distribution or copying of this is strictly prohibited,
and you are requested to notify us immediately by
calling or faxing us collect at the numbers above.
Date Sent ________ Time Sent ________ Number of Pages ________
Person Who Conf'd Receipt _________
After sending a fax, call the recipient to confirm
receipt and write that person's name in the space provided.
Never rely on the fax machine itself to confirm a fax
transmission; fax machines do not yet have the credibility
of a human witness.
The Corpus of the Litterae
The body of the letter is why you are writing it. You succeed
by leaving the reader with full knowledge of why you wrote the
letter and what it means. You fail by leaving the reader
dumbfound and clueless as to why you sent such a letter. While
most letters fall somewhere in between these two extremes,
following these suggestions will keep your letters on the
successful end of the scale.
- Identify your client. It is important
to let others know who is your client at the earliest
opportunity. This accomplishes a great deal. First, it tells
the reader that your client has a lawyer. This makes your
client happy because most clients want the world to know
they have a lawyer. Second, it tells the reader that you are
not the reader's lawyer. This makes your malpractice carrier
happy because it's one less person who's going to sue you
claiming they thought you were representing them when, in
fact, you were not.
Identifying your client is an ethical concern, as well.
Florida Bar Rules of Professional Conduct Rule 4-4.3 says:
"In dealing on behalf of a client with a person
who is not represented by counsel, a lawyer shall not
state or imply that the lawyer is disinterested."
Therefore, the first time you write someone a letter, the
letter should open with the following sentence: "I represent
_________." After that, every time you write another letter
reconfirm who you represent by referring to your client by
name and as "my client."
- State the purpose of the letter. Why
leave the reader guessing? Go ahead and say right up front
why you are writing the letter. Here are some opening
"The purpose of this letter is to _________."
"This letter is to inform you that _________."
"My client has instructed me to _________."
"This is to confirm that _________."
"This confirms our phone conversation today in which
- If there are any enclosures, list them first.
Listing enclosures at the beginning of the letter will make
it easier for your staff to assemble them and for the reader
to check to be sure all was received. This is much easier
than having to read an entire, perhaps lengthy, letter to
ascertain what are the enclosures.
The enclosures should be described with specificity so
that there is later no question as to what was enclosed. At
a minimum, the title and date of each document should be
listed. If the document was recorded, then the recording
information should be included. Whether the document is an
original or a copy should also be specified. The following
is an example:
"Enclosed are the following documents from your
closing held on ___/___/1999 in which you purchased the
home at _________, St. Petersburg, Florida, from
- Warranty Deed dated ___/___/1999 and recorded on
___/___/1999 at O.R. Book ____, Page ____,
_________, County, Florida (original)
- Title Insurance Policy issued on ___/___/1999 by
_________ on _________ as policy number _________
- HUD-1 Settlement Statement dated ___/___/1999
- Outline the letter as separately numbered
paragraphs. Each paragraph of the letter should
state a separate thought, comment, point or concept. No
paragraph should be longer than four or five short
sentences. If the paragraph is longer, then separate it into
subparagraphs. The paragraphs should flow in logical,
organized fashion. It is not necessary to write them all at
once; you can write them as you think of them. Try to group
related concepts in the same paragraphs or in adjacent
paragraphs. See the Appendix for sample letters.
- Give each paragraph a title and underline that
title. Think of this as the headline for a
newspaper article. This makes it easy for the reader to scan
the letter and choose how to more fully read and digest its
contents. This also makes it easier for you later when you
see the letter in your file and try to remember why you
- Complete each paragraph by writing what applies
to that paragraph. This is simple. You learned this
in elementary school. Just explain in words what you want to
say about each concept or comment you placed in your
- If this is a letter to your client, include
ideas that occur to you as you write. Many ideas
will occur to you as you write: things that could go wrong
with a business deal, things that might happen in the
future, things that happened in the past, ways to structure
things better. Write these in your letter even if they are
not strictly legal advice. Florida Bar Rules of Professional
Conduct Rule 4-2.1 says:
"In rendering advice, a lawyer may refer not only
to law but to other considerations such as moral,
economic, social, and political factors that may be
relevant to the client's situation."
- If this is a letter to a nonclient, do not offer
any advice. The letter should accomplish its
purpose of providing information, making a demand, etc.,
without giving legal advice to the recipient. The comment to
Florida Bar Rules of Professional Conduct Rule 4-4.3 says:
"During the course of a lawyer's representation
of a client, the lawyer should not give advice to an
unrepresented person other than the advice to obtain
- State your assumptions. Whether or not
this is an opinion letter, set forth the factual assumptions
and statutes you rely upon in giving your opinion or advice.
It is customary for opinion letters to recite the facts upon
which the opinion is based and the statutes and case law, as
well. This is something that every letter providing advice
or opinion can include in order to avoid future
misunderstanding. Every opinion and all advice is predicated
upon facts and law. Stating the assumed facts and applicable
law in the letter merely makes known to the reader what the
writer understands to be true. This then places an
obligation on the reader to inform the writer if any of the
assumed facts is not accurate, which might change the
opinion or advice.
- Place instructions to clients in bold type.
This will make it easier for the client to follow up on your
letter and do as advised.
- Close the letter with a final paragraph.
The last paragraph will be one of the following:
- Summary of advice: "To summarize, I advise that
- To do list: "Therefore, please do the following:..."
- Demand: "Therefore, my client demands that you
immediately cease and desist..."
- Simple close: "If you have any questions, please
Playing with the Words
Why does it take lawyers so long to write letters? Because we
play with the words. We write, rewrite, move around, delete, cut
and paste the words over and over and over again until we are
happy with the way it sounds. That's the art of legal writing.
It's like Picasso painting over the same canvas again and again,
transforming it from one painting to another and then to another
until finally he is satisfied with the result. Not always 100%
satisfied, but good enough for it to go out the door and into
the world. That's why writing is an art. And that's also why
more copies of WordPerfect were sold to lawyers than any other
industry. So here are some things to play with.
- Write in short sentences. Short
sentences are easier to understand than long ones. "Short,
crisp sentences in a language accessible to lay people."
This is the Associated Press's description of the writing
style of the late Lord Alfred Thompson Denning, who was one
of Britain's longest-serving appeals judges when he died at
the age of 100 in March 1999. The same style Lord Denning
used in writing appellate opinions should be used in writing
letters to nonlawyers.
- It's okay to use jargon; just explain it.
We hear all the time that lawyers use too much jargon. But
some concepts need the jargon. Like nunc pro tunc
(which means now for then and is a wonderful concept that
recognizes the inherent power of a court to correct its
records by entering an order effective as of a prior date)
and per stirpes (which means through representation
and indicates a manner of taking title from a decedent).
Every profession has its jargon. That's not bad. It's
part of our identity. It's a form of shorthand. It's a form
of common knowledge among professionals. If my physician
failed to use jargon in describing a medical condition, I
would probably wonder if I had the right expert. A good
professional not only knows the jargon, but can also explain
it to a layman. Therefore, show your expertise. Use the
jargon when necessary, but explain it when you use it.
- Repeat yourself only when repetition is
necessary to improve clarity or to emphasize a point.
Ambiguity can created by saying the same thing more than
once; it is almost impossible to say it twice without
- When explaining a difficult concept, describe it
from three directions. The only time repetition is
helpful is when explaining a difficult concept. Each time
you explain it you can make it a little more clear if you
describe it from a different direction, perspective or point
- Write in active tense, rather than passive.
Active tense is interesting; passive is boring. Active tense
sentences are shorter and use words more efficiently, and
their meaning is more apparent.
- Watch where you place modifiers. When
adding a modifier like "active" before a compound of nouns
like "termites and organisms," be sure to clarify whether
you intend the modifier to apply to both nouns or just the
first one. If you intend it to apply to both, use parallel
construction and write the modifier in front of each noun.
If you intend it to apply to just one noun, place that one
noun at the end of the list and the modifier directly in
front of it.
- Write numbers as both words and numerals: ten
(10). This will reduce the chance for errors. The
Associated Press reported on 18 June 1999, that a comma in
the wrong place of a sales contract cost Lockheed Martin
Corp. $70 million: "An international contract for the
U.S.-based aerospace group's C-130J Hercules had the comma
misplaced by one decimal point in the equation that adjusted
the sales price for changes to the inflation rate." Perhaps
writing out the number would have saved the day.
- When you write "including" consider adding "but
not limited to." Unless you intend the list to be
all-inclusive, you had better clarify your intent that it is
merely an example.
- Don't be creative with words. Legal
letter writing is not creative writing and is not meant to
provoke reflective thoughts or controversies about nuances
of meaning. Legal writing is clear, direct and precise.
Therefore, use common words and common meanings.
- Be consistent in using words. If you
refer to the subject matter of a sales contract as "goods"
use that term throughout the letter; do not alternately call
them "goods" and "items." Maintaining consistency is more
important than avoiding repetition.
- Be consistent in grammar and punctuation.
Don't rely on the rules of grammar. The rules of grammar
that you learned in school are not universal. The readers of
your letter may have learned different rules. Write the
letter so that no matter what rules they learned the letter
is clear and unambiguous.
Be consistent in your use of grammar. Be aware of such
things as where you put ending quote marks, whether you
place commas after years and states, and similar variations
in style. Many rules of grammar are a matter of choice, but
your choice should be internally consistent within the
- Define a word by capitalizing it and putting it
in quotes. Capitalizing a word indicates that you
intend it to have a special meaning. The following is a
sample clause for defining a term:
"Wherever used in this letter, the word "Goods" shall
mean the goods that _________ agreed to purchase from
_________ under the Contract."
- Define words when first used. Instead
of writing a section of definitions at the beginning or end
of a long letter, consider defining terms and concepts as
they appear in the letter. This will make it easier for the
reader to follow.
- Avoid needless and flowery words. Think
of elementary school when you had to reduce fractions to the
"lowest common denominator." That's what good writing is all
about. A letter written for the lowest common denominator is
understood by every reader. Eliminate needless words. Avoid
- Be direct and frank. There is no sense
beating around the bush in legal letter writing. Just say
what you mean. If you leave the reader wondering what you
mean, your letter will only stir the imagination instead of
prompting some action.
- Study The Elements of Style.
The full text of the 1918 classic by William Strunk is now
available online at
http://www.bartleby.com/strunk. This means
that even if you left your copy on your bedstand at home,
you can quickly go online and search the full text of
The Elements of Style, where you will find these simple
rules among others (as you can see, I am a old student of
"Make the paragraph the unit of composition: one
paragraph to each topic."
"As a rule, begin each paragraph with a topic sentence; end
it in conformity with the beginning."
"Use the active voice."
"Put statements in positive form."
"Omit needless words."
"Avoid a succession of loose sentences."
"Express co-ordinate ideas in similar form."
"Keep related words together."
"In summaries, keep to one tense."
"Place the emphatic words of a sentence at the end."
Now that you have the letter written, it's time to do some
cleanup work before you hit the send button.
Let your secretary or paralegal read it.
Not only will your staff frequently find spelling and grammar
errors missed by your word processor's spell checker, but they
will find inconsistencies and confusing areas that you missed
- Number every page of the letter, and staple the
letter. If the letter is more than one page long,
then it is important to number the pages because they will
invariably get out of order. Place the following at the top
left corner of each page after the first:
Recipient's name _________
- Sign the letter in blue ink, not black ink.
This will make it easier to differentiate the signed
original letter from photocopies, and it will make it more
difficult for someone to change your letter after you send
Computerized Letter Writing Tips
My wife Cathy said I have to put this way at the end here
because this article is about letter writing and not computers.
She thinks I love wrestling with computers as much as I love
playing with words. She's right. In my first three drafts this
section was on page one.
But I think anyone who likes to play with words should play
with them on a computer. That's where they really dance. And
when you've written 31,250 letters, as my earlier calculations
indicate I may have written in my practice so far, a fourth of
them before I started writing letters on computer in 1980, you
really begin to appreciate the ability to cut and paste text
from prior letters. So here are my tips for anyone still around
willing to listen.
- Write your own letters on a computer.
If you have not yet joined the computer revolution, do it
now. Get a computer for no other reason than writing
letters. You will never again find yourself explaining to
your client why the letter you dictated three days ago has
not been mailed yet.
- Get Microsoft Word or Corel WordPerfect.
You will need good word processing software. The latest
versions are Microsoft Word 2000 and Corel WordPerfect 2000.
I have both, but I still use Wordperfect 5.1 for DOS for 99%
of my work. My fingers know the special codes so well that
it's faster for me to write in this older program. I can
still convert the file format to any other one using one of
the new 2000 programs which can read the old 5.1 files.
- Get voice recognition software if you cannot
type. If you never learned to touch type, there is
finally reliable software to do it for you. Voice
recognition software allows you to dictate directly to your
computer. The software is so good that WordPerfect 2000 is
sold in a bundle with one brand. You can also purchase this
software with an optional hand-held recorder so that you can
dictate the old-fashioned way and then transfer it to your
computer to transcribe. The two most-advertised brands of
software are Dragon Naturally Speaking and L&H VoiceXpress.
- Set up a separate directory for each client.
If you create a directory (folder) on your computer for
every client, you can keep all letters, documents and work
for that client in one easy-to-find place, just like your
paper file folder. The client's last name can be used as the
directory name. Thus, all letters, wills, contracts,
spreadsheets, etc., for John Doe can be kept on your
computer's directory named DOE.
- Keep all letters in one computer file.
Just as you keep copies of all letters in a paper file
folder, you should keep copies of all letters on your
computer in the directory for that client. The easiest way
to do this is not to start a separate computer file for each
letter sent to someone. Instead you just add the new letter
to the existing computer file containing other letters to
that person. I find that it works best to add new letters at
the top of old letters, rather than at the bottom. Then your
computer file is like a paper folder since new letters are
added at the top where you see them first. This is easy to
do on your computer: you just start a new page at the top of
the existing letter and write the new letter there.
- Name letters to clients LETTERCL and name
letters to non-clients with the recipient's last name.
If you name the file with the recipient's last name, you can
easily find the letter later when you want to read it on
your computer without having to pull the file. For example,
a letter to non-client Mary Smith would be given the
computer file name SMITH. The only exception is that I name
all letters to my clients LETTERCL rather than the client's
last name because their computer directory is already named
their last name. I also do this because it saves me time
finding the file if the client is a corporation or there are
- Copy text from prior letters. More than
half the letters you write are not first letters to a
recipient, but are follow-up letters that either remind the
recipient of pending work to be done or continue discussion
of a matter previously opened. The other half have at least
one thing in common: the letter's opening with the
recipient's name and address and the closing with your name.
There is no need to retype all of this text in your new
letter. Using block and copy (cut and paste) commands you
can easily copy the recipient's name and address and usable
text from a prior letter into your new letter. You can then
modify that text to fit the current message. I even have
macros that do the repetitive stuff for me.
- Print the envelope from the letter.
Before we had a computer, we had a lot of errors in typing
envelopes and mailing labels. Then when a client called to
tell us the error, we would look at the letter and tell them
we sent it to the correct address, only to be told that the
envelope had a different address. This can easily be avoided
by using the envelope printing features of word processing
software, which takes the address right off the letter so
that you know the letter and envelope will have the same
- Back up as you write. As wonderful as
computers are, they are still powered by electricity, and
when it goes off, the words disappear from the screen and if
they have not been saved they disappear forever. The first
time you lose an hour of work you get a backup device of
some type. The second time you lose an hour of work you
actually start to use the backup device. My recommendation
for backing up is this:
- Hit the save button frequently while writing the
- If the letter is long, print hard copies of the
letter frequently while writing it.
- Copy all your work to a backup device at the end of
Letters serve many purposes: advising clients, seeking
compliance, sending documents, obtaining information. All
letters benefit from clear writing and simple organization.
Lawyers who write direct and concise letters to nonlawyers
are more likely to achieve successful results.
Writing letters is no different from other lawyering
skills. The demand letter that the recipient cannot
understand is no more effective than a shouting match. If
you want a shouting match, then by all means write long
letters with big words that no one understands. But if
compliance is what you really want, then writing a letter
that the recipient understands is really the order of the