Non-engagement letter: declining a prospective client in writing
By Arthur Teboul, DokuTrak · Published
In brief
A non-engagement letter tells a person who consulted you that you will not represent them, that no attorney-client relationship exists, and that deadlines may run on their claim. It also returns their documents and confirms that what they told you stays confidential.
The template: Non-engagement letter
Keep one reason paragraph and delete the other three. Replace each [placeholder] and send by a method you can prove. Check your state’s version of Rule 1.18 before first use.
- WordEdit the bracketed parts and put it on your letterhead.Free, with your email
- PDFRead-only copy, to print or keep on file.Free, no email
Fill it in online: The engagement letter generator fills this template with your firm and client, keeps the optional clauses you pick, and gives you the letter to copy, print or save.
CONFIDENTIAL [Law firm name] [Firm address] [Date] By email to [email address] and certified mail, return receipt requested [Prospective client name] [Address] Re: Your inquiry about [short description of the matter]
Dear [Prospective client name],
Thank you for speaking with me on [consultation date] about [the matter as you described it].
We will not represent you
This letter confirms that [Law firm name] will not represent you in this matter. No attorney-client relationship exists between you and our firm, and we are taking no action on your behalf.
Reason: conflict of interest(optional)
We are unable to accept this matter because of a conflict of interest. Our professional rules do not allow us to share details about it.
Reason: practice area or capacity(optional)
Our firm does not handle this type of matter [or: is not able to take on new matters of this kind at this time].
Reason: declined after review(optional)
After considering your inquiry, we have chosen not to take on this matter. This is not a judgment about whether your claim has merit.
Reason: engagement not completed(optional)
We asked you to sign our engagement letter and pay the retainer by [date]. Because we did not receive them, we are treating this matter as declined.
No opinion on your claim
We have not investigated the facts or researched the law that applies to your situation, and we express no opinion about your chances of success. Anything we discussed was preliminary and should not be relied on.
Deadlines may apply
Claims like yours may be subject to statutes of limitations and other deadlines, some of them short. If a deadline passes, you may lose your rights. Neither our consultation nor this letter extends any deadline. We urge you to speak with another lawyer promptly.
Finding another lawyer(optional)
You may wish to contact [name of lawyer or firm] or the lawyer referral service of [state bar], at [contact details].
Your documents
We are returning the original documents you gave us [enclosed / by (date)]. We will keep only the copies we need for our conflict records.
Confidentiality
What you told us during the consultation remains confidential, and we will not use or reveal it except as our professional rules permit.
Fees
You owe us nothing for the consultation [or: the consultation fee you paid covered the meeting only, and no further fee is due].
We wish you the best in resolving this matter. Sincerely, [Attorney name], [Bar number] [Law firm name]
When to send one
Send it whenever a consultation ends without an engagement. That covers a conflict found after intake, a matter outside your practice, a full calendar, and a person who never signed your engagement letter or paid the retainer. The risk in each case is the same: the person leaves believing you are working on their matter.
A prospective client is a person who consults a lawyer about possibly forming a client-lawyer relationship on a matter (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)). A consultation can happen without a meeting. Comments to the rule say it is likely when the lawyer invites someone to submit details of a potential matter without clear warnings, and the person does so (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)).
The rules quoted on this page are Minnesota’s, used as one example of the duties to a prospective client. Your state’s rule may differ in wording or conditions, so check your state bar’s version before you send the letter.
Do not confuse it with a disengagement letter. A disengagement letter is the letter that ends a representation that did begin, so it deals with the file, fees and the handover to new counsel. For that case, use the disengagement letter template.
What you still owe someone you turned down
Declining does not end every duty. Even when no client-lawyer relationship follows, you may not use or reveal what you learned in the consultation, except as the former-client rule would permit (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)). The letter should say so, because it reassures the person and records your promise.
The second duty bites later. If you received information that could be significantly harmful to the prospective client, you may not act against them in the same or a substantially related matter (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)). The firm can still take that matter if the lawyer who heard it is screened and the prospective client gets prompt written notice, among other conditions (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)).
| Duty | What it means for the letter | Rule |
|---|---|---|
| Confidentiality | State that what they told you stays confidential | Paragraph (b) (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)) |
| No adverse work on the same matter | Log the person and the other parties in your conflicts system | Paragraph (c) (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)) |
| Screening and notice | Keep the date and method of delivery, in case notice is needed later | Paragraph (d) (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)) |
| Declining when rules require it | Decline in writing when taking the matter would break a rule | Rule 1.16(a) (Minnesota Rules of Professional Conduct, Rule 1.16, Declining or Terminating Representation) |
Choosing the reason to give
You do not have to give a reason, and a long one invites argument. Pick one short variant and keep it factual.
- Conflict of interest. Say only that a conflict prevents you from acting. Under the conflict rule, a lawyer may not take a matter directly adverse to another current client without consent (Minnesota Rules of Professional Conduct, Rule 1.7, Conflict of Interest: Current Clients). Never name the other client.
- Outside your practice or capacity. Say you do not handle this type of matter, or cannot take it on now.
- Declined after review. Give no reason, and say that the choice is not a view on the merits.
- Intake not completed. Say the engagement letter was not signed, or the retainer not paid, by the date you set, so you treat the matter as declined.
The deadline warning and the merits
This paragraph protects the person most. A statute of limitations is the deadline set by law for bringing a claim, such as filing a lawsuit or an administrative charge. Say that claims are subject to statutes of limitations and other deadlines, that some are short, and that they should act promptly. Do not state a date unless you have worked it out, because a wrong date in your letter is worse than none.
Say also that you have not studied the claim and give no opinion on its chances. Anything said in the consultation was preliminary, so they should not rely on it. Point them to another lawyer or to the lawyer referral service of their state bar. A named referral is kind, but it is not an endorsement, so keep it to a name and a phone number.
Delivery and the file you keep
Send the letter in a way you can prove, such as email plus certified mail with a return receipt. Mark it confidential. Keep a copy, with the date and the method, in the intake record.
- Return original documents with the letter, or say when they will be returned.
- Keep copies only as needed for your conflicts record, and say so.
- Enter the person and every adverse party in the conflicts system, marked as declined.
- Note which lawyer held the consultation, so you can screen that lawyer if the firm later takes an adverse matter (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)).
- Close any open intake task and stop all reminders to the person.
Questions people ask
What is a non-engagement letter?
It is a letter a lawyer sends to a person who consulted them, confirming that the firm will not represent them and that no attorney-client relationship exists. It usually warns that deadlines may apply and returns any documents.
What is the difference between a non-engagement and a disengagement letter?
A non-engagement letter declines a matter that never began. A disengagement letter ends a representation that did begin, and covers fees, the file and the handover to new counsel.
Does a lawyer owe anything to a prospective client they decline?
Yes. The lawyer may not use or reveal information from the consultation, and may be barred from acting against the person in the same or a related matter (Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments)).
Should a non-engagement letter mention the statute of limitations?
Yes, as a warning that deadlines exist and may be short, with advice to act promptly. Avoid stating a specific date unless you have calculated it for their claim.
Sources
- Minnesota Rules of Professional Conduct, Rule 1.18, Duties to Prospective Client (with comments): Defines a prospective client, bars use or disclosure of consultation information, limits later adverse work, and allows it with screening and written notice.
- Minnesota Rules of Professional Conduct, Rule 1.16, Declining or Terminating Representation: A lawyer shall not take a representation that will result in a violation of the rules or other law.
- Minnesota Rules of Professional Conduct, Rule 1.7, Conflict of Interest: Current Clients: A lawyer shall not represent a client where the representation is directly adverse to another client, unless the conditions for consent are met.
About the author
Arthur Teboul (Founder, DokuTrak) is building DokuTrak after watching professionals lose hours chasing clients for documents over email. Arthur Teboul.
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How this page was made (methodology): it is built from the primary sources listed under Sources, and every rule and figure on it links to the source it comes from. Last updated October 25, 2026. Spotted an error or a rule that changed? Contact us.
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