Draft Engagement Letter

---
name: draft-engagement-letter
task_id: corporate-ma/draft-engagement-letter
description: Guides drafting of a customized engagement letter from intake materials and a firm template, requiring precise party identification, matter-specific scope with explicit exclusions, and a companion cover memo flagging source-document conflicts and open items.
activates_for: [planner, solver, checker]
---

# Skill: Draft Engagement Letter

## 2. Failure modes the skill is correcting

- Producing a generic scope description that identifies only a broad matter type instead of the specific dispute, forum or venue, phases of work, and explicit exclusions, which leaves ambiguity about what the firm is and is not undertaking
- Omitting or burying the companion cover memo, which must stand alone and flag intake conflicts, unresolved factual points, assumptions made in drafting, and items requiring client confirmation
- Misidentifying the client, addressee, law firm, adverse party, or jurisdictional details, which undermines the engagement relationship and conflict analysis
- Carrying forward template language that conflicts with the intake materials without reconciling the discrepancy or flagging it for review
- Leaving fee terms, discount treatment, billing cadence, or payment timing vague enough to invite a future billing dispute
- Failing to state explicit exclusions for work outside the engagement envelope, especially parallel proceedings, foreign matters, regulatory or administrative filings, or other specialized forums
- Treating the cover memo as optional commentary rather than a required advisory deliverable that closes open items and records assumptions

## 3. Legal frameworks / domain conventions that apply

- Party identification must be exact: identify the client entity by full legal name; the firm by full legal name and address; the designated addressee by name and title where available; and the adverse party by full legal name and any available jurisdictional descriptor
- Scope precision for a dispute engagement must track the actual controversy: identify the specific claims, the underlying agreement or transaction if relevant, the pre-litigation phase if included, the named court, arbitral forum, or venue if litigation may be commenced, and any expressly excluded work
- Explicit exclusions should be affirmative and practical, not implied; common carve-outs include unrelated transactional work, regulatory or administrative proceedings, foreign proceedings, appeals, and specialist-agency matters
- Billing terms should specify the rate structure by timekeeper or category, identify any discounts as discounts from stated standard rates, and state invoice timing and payment terms clearly
- Governing law and professional-responsibility framing should be stated in the engagement letter, along with the agreed mechanism for resolving fee or engagement disputes if the template contemplates one
- Confidentiality, privilege, and work-product protections should be reflected in the letter where customary and consistent with the engagement posture
- A conflict check should be confirmed or flagged; if the intake materials suggest a potential issue, the cover memo should identify it without overstating conclusions
- The cover memo is a separate advisory document that records conflicts, unresolved facts, and drafting assumptions and requests confirmation before finalization
- If the source materials refer to governing authorities, ethics rules, or dispute-resolution provisions, cite them by name and section rather than relying on generic conclusions

## 4. Analytical scaffolds

Engagement letter drafting checklist:
1. Confirm the client entity, matter description, addressee, firm identity, and date from the intake materials
2. Identify the dispute, transaction, agreement, or other matter anchor that defines the scope
3. State the work included, including any pre-litigation or negotiation phase if applicable
4. State the forum, venue, or other litigation setting if litigation may be commenced
5. Add explicit exclusions for work not covered
6. Confirm fee structure, discounts, billing frequency, and payment terms
7. Include confidentiality, privilege, and work-product language where appropriate
8. Confirm conflicts handling and any required client acknowledgments
9. Include termination and governing-law / dispute-resolution provisions consistent with the template and intake materials
10. Reconcile discrepancies between intake materials and the firm template before finalizing language

Cover memo checklist:
- Identify unresolved facts, ambiguous instructions, or source-document conflicts
- State assumptions used in the draft and why they were necessary
- Flag any potential conflict, sensitivity, or missing confirmation point
- Ask for the specific confirmation needed to finalize the engagement letter
- Separate factual uncertainty from legal drafting choices so the client can address each efficiently

## 5. Vertical / structural / temporal relationships

- Treat the engagement letter as the primary deliverable and the cover memo as secondary; draft the engagement letter first, then prepare the cover memo after the operative document is complete
- Preserve the internal logic of the letter from identification to scope to fees to governing provisions, so later sections do not contradict earlier party or matter definitions
- When the intake materials contain more than one possible party name, forum, venue, or scope descriptor, enumerate the alternatives explicitly before selecting among them or explaining why one controls
- If the source set contains competing dates, addresses, rate figures, or jurisdictional references, resolve them by reference to the governing document hierarchy and flag any unresolved conflict in the cover memo
- For any issue or assumption that depends on a legal proposition, name the controlling rule, ethics provision, statute, regulation, or other authority supporting the drafting choice

## 6. Output structure conventions

- Produce `engagement-letter-draft.docx` as the operative document, with matter-specific party names, scope, exclusions, fee terms, and governing provisions filled in rather than summarized
- Produce `cover-memo.docx` as a separate document that lists source-document conflicts, unresolved items, drafting assumptions, and requested confirmations
- Keep the engagement letter in conventional contract form with clear headings and complete sentence drafting
- Use precise names and dates exactly as supported by the intake materials; do not substitute generic placeholders where the source materials provide specifics
- Make exclusions affirmative and visible rather than implied in boilerplate
- In the cover memo, distinguish confirmed facts from assumptions and identify the consequence of each unresolved item for finalizing the letter
- Before finishing, confirm that the primary engagement letter file exists and contains operative clauses, and that the cover memo exists and contains actual issue-spotting content rather than a recap of the letter