What a demand letter should say, and what it should never say
A good demand letter settles more disputes than any lawsuit. A careless one hands the other side your case. Here's how to tell the difference.
Elena Marlowe
·
6 min read
What a demand letter is for
A demand letter is the last step before litigation, and often the first thing a judge reads if it gets that far. Its job isn't to threaten. It's to set out, calmly and precisely, what went wrong, what you want, and by when.
Written well, it gives the other side a reason to settle, and it gives you a record that you tried. Written badly, it becomes their exhibit A.
What it should say
01
The facts, in order, with dates
No adjectives. A judge should be able to follow it without you in the room.
02
The terms that were broken
Quote the clause exactly, with its number.
03
What you've lost, as a number
Show how you got there. A round figure invites a round counter-offer.
04
What you want, and by when
One clear ask, and a deadline long enough to be reasonable: usually 14 to 21 days.
05
Who to contact
You, or your lawyer. Never leave the next step vague.
The best demand letters read like the first page of a judgment in your favour.
What it should never say
Most of the damage I see in these letters comes from four habits:
Threats you won't carry out. They cost you credibility the day the deadline passes.
Anything that admits fault, even politely or in passing.
Emotional language about the other side. It reads badly to a judge, later.
A settlement figure you haven't thought through. It becomes your ceiling.
If you've received one
Don't reply the same day
Anything you write back can be used later. Send the letter to a lawyer first, even if it looks weak. A first call with me is free, and I'll tell you whether it needs an answer at all.
Note the deadline, but don't let it rush you into a reply. A short, polite acknowledgment buys time; a long defensive one rarely helps.
What happens next
Most demand letters end in one of three ways: a settlement, a counter-offer, or silence. Each needs a different response, and the first 48 hours after the deadline usually decide which way it goes.
WRITTEN BY
Elena Marlowe
Commercial litigator in New York since 2013. I run a one-lawyer practice and write these to answer the questions I hear on first calls.
This article is general information, not legal advice about your situation. Reading it doesn’t create an attorney–client relationship.
KEY TAKEAWAYS
Facts, terms, loss, ask, deadline: in that order
Never threaten what you won't do
Received one? Talk to a lawyer before you reply
Related reading
FREE 30-MINUTE CALL
Talk to me before you reply.
I read every enquiry myself and reply within one business day, usually sooner. If a court deadline is close, call instead of writing.
Contacting me does not create an attorney–client relationship.