Tuesday at 3:40, an attorney at a three-lawyer firm spends half an hour on the phone with Dana, who fell in a parking garage. The injuries sound minor and the garage is two counties away. The attorney ends kindly: “Let me think it over, and someone will be in touch.” Nobody calls. Fourteen months later, Dana tells another lawyer your firm was handling it.
A non-engagement letter is how that call ends on paper instead. Below: why it matters, when to send one, what it usually says, how to send it so there is a record, and the short text that goes ahead of it. What follows is practical information about one step of intake, and none of it is legal advice. The rules differ by state, so read your state bar's ethics opinions before your firm settles on its own letter.
Why a no belongs in writing
Callers don't hear a decline the way a lawyer says it. “I'm not sure this is something we can take” can sound like “we're looking into it.” Someone who told an attorney the whole story, sent photos and heard “let me look at it” may believe the firm took the case.
Meanwhile the deadlines keep running. If the time to file passes while the person waits on your firm, the question later is what your firm told them, and when. A dated letter answers it. Without one, it is an attorney's memory of a phone call against theirs.
What a non-engagement letter is
It is a short letter, sent after a decline, telling a person your firm is not representing them. Firms also call it a declination letter or a letter of non-engagement. It is the opposite of the engagement letter or retainer agreement a signed client gets, and it is different from a disengagement letter, which ends a representation already under way.
The letter matters because duties start before anyone signs. Under ABA Model Rule 1.18, a person who talks with a lawyer about possibly hiring them is owed confidentiality even when no relationship follows, and what they shared can keep the firm off the other side of the same matter. Each state adopts its own version, in its own words.
When to send one
Most declines fall into one of three moments:
- After a consultation that isn't a fit. The case is outside your practice areas, too small for the way you charge, or the attorney's calendar is full.
- When a conflict turns up. The other side is a current or past client, or someone on that side already talked with your firm about it.
- When the papers never come back. You sent the retainer agreement or the intake questionnaire, followed up a few times and heard nothing. A letter closes the file instead of leaving it open.
Add a fourth: anyone who mailed or uploaded documents, even if no attorney spoke with them yet.
Every decline, or only some?
Firms draw this line differently. Some send a letter after every new-client call that got past the front desk. Others send one only when an attorney heard the facts.
A workable middle: a letter goes to anyone who spoke with an attorney, described their problem in detail or sent papers. A caller screened out in the first minute, say a landlord-tenant question at a criminal defense firm, gets a polite text pointing to the bar's lawyer referral service. Your attorneys set the line once and write it down, and the intake team applies it the same way every time.
When the reason is a conflict
A conflict decline says the least. The letter says the firm can't take the matter, and stops there. It never names the other party or hints at why, because that would give away something about another client.
Rule 1.18 also rewards a short first call. A firm may keep acting for the other side if the lawyer who took the call heard only what was needed to decide, is screened off the matter, and the person gets prompt written notice. So run the names before the story: ask who is on the other side in the first minutes, check them, and only then hear the details. A script for the first five minutes of an intake call walks through that order.
What the letter says
Your firm's own attorney writes the letter. Most cover the same ground:
- No attorney-client relationship. The firm has not agreed to represent them, and no relationship was formed.
- No action on their behalf. The firm is not filing anything, calling anyone or watching any deadline for them.
- Time limits may apply. Their claim may have a deadline, waiting could cost them the claim, and they should talk with another lawyer soon.
- No opinion on the merits. Saying no is not a judgment about whether they have a case, and another lawyer may see it differently.
- Confidentiality. What they told the firm stays confidential.
- Their papers. Any originals they sent are enclosed or returned.
What it leaves out
A good letter is short, and much of its strength is in what it leaves unsaid. It gives no detailed reason, which only invites a reply arguing the point. It names no filing date, since a wrong date in the firm's own letter is worse than none. It offers no view on what the case is worth or whether it would succeed. And beyond seeing another lawyer, it gives no advice about what to do next.
A sample letter, paragraph by paragraph
This is the order most letters follow, written as plain instructions rather than a form to copy. Your attorney chooses the wording.
- The date, the person's name and address, and a subject line naming their inquiry and the day of the call.
- A line of thanks for contacting the firm about their matter, described in general terms.
- A plain sentence saying the firm will not represent them in it.
- A sentence saying no attorney-client relationship exists and the firm is taking no action for them.
- A sentence saying time limits may apply and they should speak with another lawyer promptly.
- A sentence saying the decision is not an opinion on the merits.
- A note on any documents enclosed or returned, and a line saying what they shared stays confidential.
- Where to look for another lawyer, such as the state bar's lawyer referral service.
- The attorney's name and signature.
How to send it so there's a record
Send it on the day the attorney decides, or first thing the next morning. An email from the firm's address, with the letter attached as a PDF on letterhead, gives you a timestamp and a copy in the sent folder. When time may already be short, many firms also mail a paper copy, sometimes certified with a return receipt.
Then keep the trail together: the date of the call or consultation, who spoke with the person, the reason in a line, the letter itself, and how and when it went out. A voicemail or a phone call on its own is not a record.
The short text that goes first
Most people hear back from your firm by phone or text before any letter arrives. A short, polite message means the news doesn't land without warning in an inbox:
“Hi Dana, this is Delphine Vardaman at Vardaman Law. Thank you for speaking with us Tuesday. We're not able to take this on, and a letter with the details is in your email. Time limits may apply, so please talk with another lawyer soon.”
Nothing in it describes the matter, and a glance at the phone gives nothing private away. Send it only to someone who reached your firm first.
Saying no without the why loop
Some callers ask why, hear the answer, then ask again from a new angle. The loop rarely ends with the first explanation, and it can eat 45 minutes. Three habits help:
- One reason, said the same way every time. “It's not a matter our firm handles,” or “We can't take this one on.”
- No debate about the case. If they push, say the same sentence again and carry on.
- End on what happens now. The letter is coming, time limits may apply, and the bar's referral service can help them find another lawyer.
A warm, short no is kinder than a long explanation that sounds like a maybe.
Where the decline is kept
In many firms this trail is split across a voicemail box, an Outlook folder and a sticky note. In RetainerBooked's Intake Pipeline, when your firm turns someone down, their card moves to the Declined stage with the reason written on it. Your firm's own letter, written by your attorney and saved once, goes out by email from that card, and the sent copy stays on the card's timeline with its date. Referred-out and lost callers sit in stages of their own, so a no never gets mixed up with a maybe.
RetainerBooked
RetainerBooked's posts are for whoever picks up a law firm's phone: owners, intake specialists, office managers and paralegals at firms with 1 to 10 lawyers.
