A non-engagement letter tells a person you spoke with that your firm has not taken their matter, that no attorney-client relationship exists, and that any deadlines are still running. Below is a non-engagement letter template for each of four common reasons to decline, with notes on what Rule 1.18 does and does not require.
These are sample letters, not legal forms. State rules and malpractice-carrier requirements vary. Adapt the language to your jurisdiction and have your own counsel or carrier review it before you adopt it as firm policy.
What the letter does, and what no rule makes you do
No rule requires a non-engagement letter, and Rule 1.18 says nothing about how to decline. The letter manages a concrete risk: a person who left your office believing you would "look into it" can later say you were their lawyer and missed a deadline.
In Utah's version, Rule 3-1.18 (the Model Rules number it 1.18; Utah publishes it under the 3- prefix) defines a prospective client as "a person who consults with a lawyer about the possibility of forming a client-lawyer relationship with respect to a matter." Paragraph (b) then bars a lawyer from using or revealing what was learned in the consultation, except as Rule 1.9 would permit for a former client. Paragraph (c) bars representing someone materially adverse to the prospect in the same or a substantially related matter if you received information that "could be significantly harmful" to the prospect. That duty exists even when the consultation was brief and you declined.
Two consequences shape every letter below. Never reveal or build on what the prospect told you, and never imply you are still on the matter.
Four non-engagement letter templates
Each letter is short on purpose. A declination letter that explains the law, evaluates the case, or reassures the reader starts to look like advice, and advice looks like a relationship.
Letter 1: Declining representation due to a conflict of interest
Use this when your conflict check finds a current client, former client, or prior prospect on the other side.
Dear [Name]:
Thank you for contacting [Firm] about [general description, e.g., "a business dispute"]. After reviewing the information you gave us, we are unable to represent you in this matter because of a conflict of interest. We are not able to explain further.
We have not been engaged to represent you, and no attorney-client relationship exists between you and this firm. We have not undertaken to take any action on your behalf and are not giving you legal advice about your matter.
Legal claims are subject to deadlines that can end your right to pursue them, sometimes sooner than people expect. We encourage you to consult another attorney promptly. We have not evaluated whether any deadline applies to you or when it expires. If you need help finding a lawyer, contact the lawyer referral service of the [state or local bar association].
We have not retained any documents from you. [If you did receive documents: "Enclosed are the documents you provided."]
Sincerely, [Attorney]
The sentence "We are not able to explain further" is deliberate. The conflict may rest on another client's confidential information, and Rule 1.18(b) limits what you may reveal about the prospect too. Do not name the adverse party, and do not say whom you represent.
Letter 2: Outside your practice area
Dear [Name]:
Thank you for contacting [Firm]. Our practice is limited to [areas], and we do not handle [matter type]. For that reason we are unable to represent you.
This firm has not been engaged, and no attorney-client relationship exists. Nothing we said in our conversation is legal advice, and we have not evaluated your matter.
Matters like yours may be subject to strict filing deadlines, including some that are short. Please contact another attorney who handles [matter type] as soon as you can. [Referral resource.]
Sincerely, [Attorney]
This letter carries the most deadline risk, because the person often plans to wait on a referral. Do not name a specific deadline unless you have verified it for their facts; a wrong number in your own letter is worse than none. Our Utah statute of limitations guide shows how much the periods vary by claim.
Letter 3: No capacity
Dear [Name]:
Thank you for considering [Firm]. We are not able to take on new matters of this kind at this time, and we must decline.
We have not been engaged, and no attorney-client relationship exists between you and this firm. Our decision says nothing about the merits of your matter.
Please do not wait on us. Contact another attorney as soon as you can, because deadlines may apply and may be approaching. We are not monitoring any deadline for you.
Sincerely, [Attorney]
The sentence "our decision says nothing about the merits" blocks the reading many prospects give a rejection: that you looked at the case and found it weak. They may drop a valid claim on that inference.
Letter 4: Prospect did not retain
This is the letter for the person who was quoted a fee, took the engagement agreement home, and went quiet.
Dear [Name]:
On [date] we met to discuss [general description]. We sent you our engagement agreement on [date] and have not received a signed copy or the retainer.
Because we have not been retained, we are not representing you, and we will not be taking any action on your matter. We have not filed anything or contacted anyone on your behalf.
If you still need a lawyer, please do not wait. Deadlines may apply. If you want to retain this firm, contact us before [date] and we will confirm whether we can take the matter then. Otherwise, treat this letter as notice that we are not your attorneys.
Sincerely, [Attorney]
Set the response date short, and calendar it. This letter prevents the silent middle, where nobody decided anything and each side assumed the other was moving. If your standard engagement letter already says representation begins only on receipt of the signed agreement and retainer, this letter confirms that term. Our post on AI clauses in engagement letters covers the AI-use terms that belong in the agreement itself.
The load-bearing sentences
Four sentences do most of the work. Keep them even when you cut everything else.
| Sentence | Why it is there |
|---|---|
| "We have not been engaged and no attorney-client relationship exists." | Records, as of a date, that no relationship began. |
| "We have not evaluated any deadline." | Avoids implying you reviewed timing and found it fine. |
| "Please consult another attorney promptly." | Gives the prospect an instruction, which a bare rejection does not. |
| "Our decision says nothing about the merits." | Stops the prospect from reading rejection as an assessment. |
If the person mentions papers already served on them, such as a summons and complaint, add a line saying a response is usually due within a short, fixed time and they should show the papers to a lawyer immediately. In federal court a defendant generally must answer within 21 days after being served under Rule 12(a)(1)(A)(i), and state periods differ; our guide to answering a complaint walks through the mechanics. Name no number for the reader's case, but make the urgency impossible to miss.
The deadline and statute of limitations warning in a non-engagement letter is best practice, not a rule requirement. It exists because a declined prospect who misses a deadline may claim you let the clock run, and one sentence makes that claim harder to sustain.
When the conflict check hits
A conflict hit usually means Letter 1, but not always. Find the rule that governs it.
| Hit | Rule | Result |
|---|---|---|
| The prospect is adverse to a current client | Rule 1.7 | Usually decline. You may proceed only if the lawyer reasonably believes they can give competent and diligent representation to each affected client, the representation is not prohibited by law, it does not involve one client asserting a claim against another in the same proceeding, and each affected client gives informed consent, confirmed in writing. |
| The prospect is adverse to a former client in a substantially related matter | Rule 1.9 | Decline unless the former client gives informed consent, confirmed in writing. Either way, you may not use that client's information to its disadvantage unless the Rules permit it or the information has become generally known. |
| A lawyer in your firm has the conflict | Rule 1.10 | A Rule 1.7 or 1.9 conflict is generally imputed to every lawyer in the firm. Utah's exceptions include a personal-interest conflict that poses no significant risk of limiting the other lawyers (paragraph (a)) and a screened lateral lawyer's former-client conflict (paragraph (c)). |
| The conflict comes from an earlier prospect, not a client | Rule 1.18 | Disqualified only if you received information that could be significantly harmful; screening or consent can cure it. |
Rule 1.18(d) is what lets a firm survive a prospect conflict. It permits the representation if both the affected client and the prospect give informed consent, confirmed in writing, or if the lawyer who received the information took reasonable measures to avoid more disqualifying information than was reasonably necessary, that lawyer is timely screened and apportioned no part of the fee, and written notice is promptly given to the prospect. Comment [4] to the rule explains the discipline behind that: limit the first consultation to the information that reasonably appears necessary to check conflicts and decide whether to proceed. Decide what you need before the call, not during it.
Do not treat screening as automatic. It cures a conflict only where a rule provides for it (Rule 1.18(d) for a prospect and, in Utah, Rule 1.10(c) for a lateral lawyer's former client), it must be set up when the need appears, and some states' versions differ. Read your own state's rule. Under the Utah text, the notice goes to the prospect, which is another reason to send a letter and to keep a copy.
The same-day routine
A letter helps only if it goes out promptly and can be found later.
- Decide on the call. If the answer is no, say so while the person is still on the line, then follow with the letter.
- Send the letter the same day. Email plus a mailed copy, or email with a read receipt, for any matter with a visible deadline.
- Log the prospect. Enter the name, the adverse parties, the date, and the reason for declining in your conflicts list. You owe the prospect Rule 1.18 confidentiality, and the next conflict check needs to find them.
- File the record. Save the letter, your intake notes, and any documents received (or the return receipt) in a closed-prospect folder. Return or destroy nothing without checking your retention policy. Our guide to law firm document management covers folder and naming conventions, and starting a firm in Utah walks through the rest of a new practice's launch checklist.
- Calendar a follow-up only when Letter 4's response date applies.
Keeping the letter set
Store the four letters as templates, not as old emails you dig up and edit under pressure. The point of a set is that nobody has to remember which sentence matters. In CaseRead, the letters can sit in the firm's Templates folder or your clause library and be pulled into a draft with Insert boilerplate in the native .docx editor; CaseRead does not choose which letter to send or send it for you. Our small law firm tech stack guide prices the practice-management and document layers where the conflicts list and prospect files can live.
Frequently asked questions
Is a non-engagement letter required?
No rule of professional conduct requires one. Rule 1.18 sets duties toward prospective clients but does not say how you must decline them. The letter is risk management: it puts in writing that no attorney-client relationship exists, so a prospect cannot later claim you agreed to act, or that you let a deadline pass.
Do I have to warn a prospective client about the statute of limitations?
No rule says so in terms. It is a risk-management practice, not a mandate. If you know a deadline is near, saying that deadlines exist and the person should consult another lawyer promptly costs you a sentence and removes an easy later argument.
Can I tell a prospective client why I declined because of a conflict?
Say as little as possible. Rule 1.18(b) bars you from using or revealing what you learned in the consultation, and the conflict itself may rest on another client's confidential information. Write that a conflict prevents you from helping, without naming the other party or describing the matter.
How long should I keep a declined prospect's file?
Keep the letter, the intake notes, and the conflict-check entry at least as long as your retention policy keeps closed client files, and check your state bar's guidance. The record matters because the prospect's name must stay searchable: a later conflict check has to find them, and the Rule 1.18 duties continue after you decline.
Before the rule text goes in your policy
If you write the firm's declination policy and cite Rule 1.18, Rule 1.10 or a state variant in it, check each citation against the current text your state's court or bar publishes. CaseRead's research tool answers from federal and state law and your firm's own files, cited to both. For authorities that came from a general-purpose AI tool, the Hallucination Shield is free with no signup and checks up to 50 citations per run, flagging any it cannot verify.
This article is for general information and is not legal advice. For guidance on a specific case, consult a licensed attorney in your jurisdiction.