Attorney engagement letter: what it does and what to look for

What an engagement letter does

An engagement letter is the contract between you and your attorney. It defines what they will do, what they will charge, and what they will not do. Almost every state's bar requires one for any representation beyond a free consultation.

A good engagement letter protects both parties. It removes ambiguity about scope, fees, and exit terms. A bad engagement letter (or no letter at all) is the #1 source of fee disputes and bar complaints.

The 7 elements every engagement letter has

1. **Scope of representation.** What specific matter is covered? "All your legal needs" is too broad and unenforceable.

2. **Fee structure.** Hourly, flat fee, contingency, or hybrid. Hourly rates by role (partner / associate / paralegal). When fees are billed and when they are due.

3. **Retainer and replenishment.** How much do you pay upfront? Where is it held (trust account)? When and how is it replenished?

4. **Conflict check.** A statement that the firm has run conflict screens against you and the opposing parties, with consent to any waivable conflicts.

5. **Communication expectations.** How often will the attorney update you? Within what time window will they return calls and emails?

6. **Termination rights.** How can either party end the relationship? What happens to fees on termination?

7. **Dispute resolution.** What happens if you and the attorney disagree on a bill or the work? Most letters include a fee-arbitration clause.

Red flags to watch for

**Vague scope.** "We will represent you in your matter" is not a scope. Demand specifics: what filings, what hearings, what stage of the case.

**Non-refundable retainer.** Most state bars require unearned fees to be returned. A clause that says "the retainer is non-refundable" is often unenforceable. Push back or walk away.

**No conflict disclosure.** The letter should affirmatively state the firm has run conflict checks. Silence on this point is a yellow flag.

**One-sided termination.** If the lawyer can fire you for any reason but you can only fire them with cause, that's an unfair clause. Get it changed.

**Auto-replenish clauses.** Some letters auto-debit your bank account to top up the retainer. Insist on review and approval before each replenishment.

How Bella reviews your engagement letter

Drop the PDF into Advottic's contract review. Bella flags missing elements, unusual clauses, and red flags against the standard market position for your state. Free for the first three reviews; $19/mo for unlimited.