Why this matters
An informal verbal scope is how fee disputes start. The engagement letter defines what the lawyer will do, what it costs, and how you'll work together, before money and misunderstandings accumulate. It protects both sides, and some states require it.
What "done" looks like
- Signed letter before substantive work begins
- Scope described specifically enough that "out of scope" is obvious
- Fee structure, rates, billing frequency, and expenses spelled out
- Communication expectations and termination terms included
How to do it
- Ask for the letter before work starts, a lawyer who resists putting terms in writing is telling you something.
- Check the scope section names the specific matter (e.g., "draft and negotiate one master services agreement"), not "general corporate advice."
- Verify the money terms: rate or flat fee, billing increments, retainer handling, expense pass-throughs, invoice frequency.
- Confirm the working rules: your point of contact, expected response times, and how out-of-scope requests get quoted.
- Read the exit clause, how either side terminates, and what happens to your files and any unused retainer.
Common mistakes
- Starting work on a verbal quote and getting the letter "later"
- Signing scope so broad that every future question bills against it
- Ignoring retainer-refund and file-return terms until there's a dispute
Real-world examples
- New York court rules (22 NYCRR Part 1215) require a written letter of engagement covering scope, fees, and billing practices for most matters where fees are expected to reach $3,000 or more.
- ABA Model Rule 1.5 requires contingency-fee agreements to be in a writing signed by the client, and calls for fee terms generally to be communicated preferably in writing.
From a founder's point of view
The engagement letter is the first contract your lawyer produces for you, read it the way you'd want them to read one on your behalf. If the scope, price, or exit terms are fuzzy in their own paperwork, expect the same in yours.
Rule of thumb
No signed letter, no work started, no invoice paid, all three, in that order, on every engagement.
