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Lawyers use letters，notes and memoranda to communicate information to clients，to request information from government agencies and other lawyers．There are，of course，many other purposes for letters and many styles of writing them．For example，you may want information about a graduate school program，you may need to thank a person who has helped you，or you may want to find temporary or permanent employment．
Lawyers write many letters．These letters serve different purposes，such as advising clients，seeking compliance，sending documents，obtaining information etc．．All letters benefit from clear writing and simple organization．Lawyers who write direct and concise letters to non‐lawyers are more likely to achieve successful results．All of these letters have one thing in common：They are not great literature．They will not be read in a hundred years and analyzed for their wit，charm or flowery words．With any luck they will be read just once by a few people，followed quickly by their intended result，whether that be compliance，understanding or agreement． ①
There are mainly three types of legal letters to be covered in this chapter：
（1）Attorney‐Client Correspondence
The Attorney‐Client Correspondence refers to the letters sending from the attorney to their clients or prospective clients．The attorney may give his client some advice，ask for information，make sure of the attorney's fees，and so on．
（2）Attorney‐Adverse Party Correspondence
The Attorney‐Adverse Party Correspondence means the letters sending from the attorney to the adverse party or the attorney representing the adverse party to negotiate，ask the adverse party to take action，and so on．
（3）Daily Correspondence
The Daily Correspondence is the letters attorneys dealing with the routine works concerning law，such as asking for the information of a law school or a legal newsletter．
（4）Letters of Intent
A letter of intent is a preliminary transactional document，generally prepared by lawyers，which captures some or all of the key deal points that the parties have agreed upon．It is usually not the final document that will govern the transaction，and the final transactional documents will generally supercede the letter of intent，usually expressly through integration or merger clauses．
（5）Opinion Letters
Opinion letters or opinions of counsel used in transactional practice form a very important part of modern law firm practice．The opinion letters discussed here are typical of sophisticated transactional practice，and are gradually becoming part of ever more basic transactions．
There are many factors to be considered in legal letter writing．Please follow the following steps to write a complete legal letter．
（1）Find a letter form．
Find a similar letter you have sent in the past，or see the sample letters in this Chapter．
（2）Do not send a letter to another lawyer's client without that lawyer's consent．
Before sending the letter，find out if the non‐lawyer is represented by someone else．Start by asking your client．
（3）Outline your thoughts in a checklist．
Before turning on your computer or dictating machine，pull out a yellow pad and jot down the main points for your letter．List what you want the letter to say．Write the points in any order；write them as they come into your mind．
（4）Start your letter carefully．
Letters begin with boring things like the date and recipient's name and address，but if any of these are missing or wrong，the letter writer will look pretty careless，to say the least．So be careful when starting the letter．
（5）Date your letter．
Date your letter the day you write it，and send it the same day．Consider using the international dating convention of day‐month‐year rather than the U．S．convention of month‐day‐year．
（6）Indicate the time of your letter．
If you are sending a fax or email，then type the time next to the date．While letters“cross in the mail”in days，faxes and emails“cross in the wires”in hours and minutes．
（7）Remind your client to preserve attorney‐client confidentiality．
Sometimes clients show your letters to others without realizing they can lose the attorney‐client privilege of that communication．Add this phrase at the top of the letter to remind them not to do this：
CONFIDENTIAL ATTORNEY‐CLIENT COMMUNICATION
DO NOT COPY OR DISCLOSE TO ANYONE ELSE
If the letter is written during or in anticipation of litigation，the following phrase can be used：
CONFIDENTIAL ATTORNEY‐CLIENT COMMUNICATION AND WORK PRODUCT
DO NOT COPY OR DISCLOSE TO ANYONE ELSE
（8）Be sure to use the recipient's correct legal name and address．
Your letter may be relied upon for its accuracy，so be accurate．Verification of names can be obtained from the public records，the phone book，or the websites．And when it comes to middle initials，never rely on your memory or guess at it because most of the time you'll be wrong．
（9）Indicate the method of delivery if other than mail．
If being faxed，include the fax number and telephone number．If being sent by FedEx，state whether it is by overnight or second day．If being sent by email，state the email address．This will make it easy for your staff person to send it to the correct place，and it will document for your file how it was sent．
（10）Include a fax notice．
When sending by fax，include a notice in case it is sent to the wrong number．Here is the notice when sending a fax：
NOTICE：This is privileged and confidential and intended only for the person named below．If you are not that person，then any use，dissemination，distribution or copying of this is strictly prohibited，and you are requested to notify us immediately by calling or faxing us collect at the numbers above．
Date Sent______Time Sent ______
Number of Pages______Receipt ______
（11）Putting more emphasis on body of the letter．
The body of the letter is why you are writing it．You succeed by leaving the reader with full knowledge of why you wrote the letter and what it means．Following these suggestions will keep your letters on the successful end of the scale．
（12）Identify your client．
It is important to let others know who your client is at the earliest opportunity．This accomplishes a great deal．First，it tells the reader that your client has a lawyer．This makes your client happy because most clients want the world to know they have a lawyer．Second，it tells the reader that you are not the reader's lawyer．This makes your malpractice carrier happy because it's one less person who's going to sue you claiming they thought you were representing them when，in fact，you were not．
（13）State the purpose of the letter．
Why leave the reader guessing？Go ahead and say right up front why you are writing the letter．Here are some opening sentences：
“The purpose of this letter is to______．”
“I am writing to let you know that______．”
“This letter is to inform you that______．”
“My client has instructed me to______．”
“This is to confirm that______．”
“This confirms our phone conversation today in which______．”
（14）If there are any enclosures，list them first．
Listing enclosures at the beginning of the letter will make it easier for your staff to assemble them and for the reader to check to be sure all was received．The enclosures should be described with specificity so that there is later no question as to what was enclosed．At a minimum，the title and date of each document should be listed．
（15）Outline the letter as separately numbered paragraphs．
Each paragraph of the letter should state a separate thought，comment，point or concept．No paragraph should be longer than four or five short sentences．If the paragraph is longer，then separate it into subparagraphs．The paragraphs should flow in logical，organized fashion．It is not necessary to write them all at once；you can write them as you think of them．Try to group related concepts in the same paragraphs or in adjacent paragraphs．Give each paragraph a title and underline that title．Think of this as the headline for a newspaper article．This makes it easy for the reader to scan the letter and choose how to more fully read and digest its contents．This also makes it easier for you later when you see the letter in your file and try to remember why you wrote it．
Now that you have the letter written，it's time to do some cleanup work before you hit the sending button or put it in a mailbox．
（1）Let your secretary or paralegal read it．
Not only will your staff frequently find spelling and grammar errors missed by your word processor's spell checker，but they will find inconsistencies and confusing areas that you missed when drafting．
（2）Number every page of the letter，and staple the letter．
If the letter is more than one page long，then it is important to number the pages because they will invariably get out of order．Place the following at the top left corner of each page after the first：
Recipient's name______Date______Page ______
（3）Sign the letter in blue ink，not black ink．
This will make it easier to differentiate the signed original letter from photocopies，and it will make it more difficult for someone to change your letter after you send it．
Why does it take lawyers so long to write letters？Because they must be careful with the choice of words and the style．Lawyers write，rewrite，move around，delete，cut and paste the words over and over again until they are happy with the way it sounds．That's the art of legal writing．That's why writing is an art．Follow the following tips：
（1）Write in short sentences．
Short sentences are easier to understand than long ones．“Short，crisp sentences in a language are accessible to lay people．”
（2）Use the jargon when necessary，but explain it when you use it．
（3）Repeat yourself only when repetition is necessary to improve clarity or to emphasize a point．
Ambiguity can be created by saying the same thing more than once；it is almost impossible to say it twice without creating ambiguity．
（4）When explaining a difficult concept，describe it from different directions．
The only time repetition is helpful is when explaining a difficult concept．Each time you explain it you can make it a little clearer if you describe it from a different direction，perspective or point of view．
（5）Write in active tense，rather than passive．
Active tense is interesting；passive is boring．Active tense sentences are shorter and use words more efficiently，and their meaning is more apparent．
（6）Watch where you place modifiers．
When adding a modifier before a compound of nouns，be sure to clarify whether you intend the modifier to apply to both nouns or just the first one．If you intend it to apply to both，use parallel construction and write the modifier in front of each noun，otherwise，place one noun at the end of the list and the modifier directly in front of it．
（7）Write numbers carefully．
Write numbers as both words and numerals：ten（10）．This will reduce the chance for errors．
（8）Don't be creative with words．
Legal letter writing is not creative writing and is not meant to provoke reflective thoughts or controversies about nuances of meaning．Legal writing is clear，direct and precise．Therefore，use common words and common meanings．
（9）Be consistent in using words．
If you refer to the subject matter of a sales contract as“goods”，use that term throughout the letter；do not alternately call them“goods”and“items．”
（10）Be consistent in grammar and punctuation．
Write the letter so that no matter what rules they learned the letter is clear and unambiguous．
（11）Eliminate needless words．
Avoid flowery words．That's what good writing is all about．A letter written for the lowest common denominator is understood by every reader．
（12）Be direct and frank．
There is no sense beating around the bush in legal letter writing．Just say what you mean．If you leave the reader wondering what you mean，your letter will only stir the imagination instead of prompting some action．
We have compiled the following sample letters to help you become competent with letter drafting．Each section has an annotated description underneath，highlighting important information you will need to remember whilst drafting your letter．
Ref：PD/01932/Intro
Alwa ys include a reference providing a mutual point for all parties，ensuring clarity of the document being discussed
01/10/08
Ensure the letter is dated particularly if it is to refer to deadlines，for example for the return of information by a prescribed time．
MrA Somebody
21 Whereabouts Close
Anytown
Anyshire
AN7 4RH
Ensure the addressee and address are correct．
Dear Sir
Letters beginning with“Dear Sir/Madam”endin“Yours faithfully，”those referring to a name with“Yours sincerely．”Where possible try to ascertain how a female addressee prefers to be addressed，for example“Miss”“Mrs”or“Ms．”
Re：Road traffic Accident Claim PD/01932
Use an initial heading to identify clearly the matter being discussed in the correspondence．Complex letters can be easier to read and understand if they have sub‐headings where necessary．If the letter is part of a complex case that includes many different kinds of documents care must be taken to accurately identify these documents if they are made reference to．
Following your initial meeting with Miss Somebody on 28/12/99 we would pleased to act for you in this matter．Mr Everyman，senior partner，will primarily be responsible for handling your case．Miss Somebody，who is an experienced paralegal and who will be your first point of contact，will assist him．I would like to take this opportunity to refer you to the enclosed document titled“Terms of Business”which I would be grateful if you would read．If you have any questions about any of the information in this letter or the enclosed documents please contact Miss Somebody who will be happy to explain．
It is important that any requisite response is forwarded promptly．You must identify the individuals who will be handling the matter．This must be by name and an explanation as to their position．Ensure that personnel are identified accurately，for example it is both illegal and unethical to hold a person out to be a solicitor if they are not so．It is important to remember that the responsibilities of both the legal personnel and the client are set out from the outset and throughout the conduct of the matter．
Note that the client in this scenario and the paralegal handling the case share the same surname．Always ensure you are aware who the client is，such matters as conflicts of interest must always be borne in mind．Reference must be made to the terms of business of the practice．
From the particulars taken at the initial meeting the incident occurred on the 23/11/99 on Someplace Lane，Anytown，Anyshire at approximately 13．15，where another vehicle collided with the rear of your vehicle whilst you were stationary，waiting to turn out of Someplace Lane onto Anywhere Road．The vehicle was being driven by Mrs Anyone and was travelling at some speed at the time of impact．As a result of the collision your vehicle was extensively damaged to the rear and you where taken to Anytown District Infirmary where it was confirmed that you had suffered whiplash and injuries to your spine．
It is important to clarify any particulars taken at the initial meeting regarding matters that led to your services being required．This enables all parties to be clear of the details．If writing to a lay person it is important to keep the language simple and avoid using“legalese．”Be mindful of matters that may determine what is or is not included in the letter for example，if it is going to the other party in a case，confidentiality，disclosure or tactical issues．However care should be taken not to mislead anyone and that statutory requirements are met，for example in respect of disclosure rules．
You expressed that you wished us to conduct a case for you in which you wish to sue for the value of your vehicle that has been assessed by Fixem Garages as a write‐off．You also wish to sue for personal injury in respect of the injuries you sustained to your neck and spine．Having examined the information you have provided in this matter we feel that you may have grounds to do so．In order to proceed with the matter we would be grateful if you would provide us with the details of your insurance company and complete the authority to act forms enclosed，once you have read through them，and signed them where indicated．
Make clear any intentions，agreements or requirements so that all parties know exactly what their position is and what is expected of them．
Once we have received the forms from you we will be able to contact your Insurers，the Infirmary for any medical reports and we will be able to contact the police officers who attended the incident to acquire a police report．When we have this information we will be in a position to draft the appropriate documents using the information provided to commence proceedings against Mrs Anyone．
Plans for future action should be clearly set out so that the client is made aware exactly of the intentions and clear instructions provided if there are any requests for information，documents or other such items．A clear date for when these should be provided by should also be given particularly where there are deadlines to be met．If necessary or where appropriate forms of mediation or Alternative Dispute Resolution should be discussed and offered if not already done so at the initial meeting．
We will，at a later date，need you to provide further details such as any time that you have had to be absent from work and/or any financial loss you have incurred．It would be advisable that you ensure that you keep any receipts for such items as prescriptions or travelling expenses so that we can include them in the case．We will assess and calculate the amount of the claim to be submitted and advise you of such in due course．
All details of intended actions should be provided so that the client is fully aware of what is to happen and they should be kept informed of any changes as promptly as possible．Both your requirements and/or proposals and those of the client must be clearly set out to ensure that all parties are aware of their obligations．Identify and explain any conditions or limitations where any third parties may be involved，for example fee sharers．
Enclosed is a comprehensive document that sets out the firm's costs and expenses that may be incurred during the time we are acting for you．The case will be conducted on a no win no fee basis but a breakdown of costing for your information will be sent to you on a regular basis for information purposes．
Fee，billing and payment method information must be provided．This can be done in the body of the letter，if the matter allows，but if the case is likely to be lengthy or complicated then clarity would suggest that it be enclosed as a separate document．Any in formation regarding fees or costs must be clear，itemized and available for assessment and/or scrutiny if required．Should there be any changes to costs or funding through the course of the matter this must be communicated to the client as soon as possible and again must be clear．Any liability for charges or requirements for payments during the conduct of the matter must be communicated to ensure that the client has all the costing information from the outset．Fees should also be agreed from the outset．Sometimes an exact figure may not be possible therefore a practical forecast or range should be provided．In addition，in this instance，an explanation as to the reasons should also be provided．If the client is eligible for public funding this should have been discussed and matters can be clarified in writing at this point．
You should，however，be aware that in the event that the other party wins the case you will become liable for the costs incurred by us and by the other party．The court fees and any other monies that would become chargeable are listed with the billing information．Please feel free to contact the firm should you require an assessment of these costings and we will arrange this for you．
Any financial liabilities that may affect the client must be communicated as early as possible and enquiries into whether the client has any form of protection，for example insurance，explored．The most important point is that costs are made as clear and as transparent as possible in allinstances．
We will，of course，keep you informed of progress throughout the course of the matter but should you feel at any time that you are unhappy with any aspect please see the enclosed document which sets out our complaints procedure．We would also wish to draw your attention to the options available to you should you wish to take the complaint beyond our internal procedures．
In formation regarding both the in‐house complaints procedure and where complaints can be progressed to must be given to the client．As withthe fees information，this must be clearly laid out，and again，may be included in a separate document if necessary．
We are happy to be acting for you in this matter and wish to assure you that we will act at all time with the requisite due diligence and in your best interests．Please feel free to contact Miss Somebody on 01234 565656 for any reason．
The highlighted phrase need not be included in the letter but it is possibly the most important point to remember and failure to do so in any way can render you or the firm liable to disciplinary action being taken．
In order to ensure that the client is clear about who is dealing with the matter and how they can contact them it is prudent to reiterate the name and provide clear contact details，for example a telephone number or e‐mail details．
Please sign where indicated the enclosed copy of this letter and the information sheets and complete the enclosed forms and return both as promptly as possible in order for us to proceed with matter should you wish to continue．
Finally ensure that the client is clear about any instructions included in the text of the letter and emphasize any date deadlines for instructions to be carried out by．Remember you are there to ensure that the client is guided throughthe legal process as well as ensuring that you do the best possible for them in the circumstances．
A client may wellbe confusedandupset whilst undergoing the process so itis important that they are treated with respect and an appropriate amount of empathy．Even a small action shows that thought has been given to their welfare or needs and will clearly demonstrate that the firm is professional and diligent in all aspects of service．
It is prudent to enclose a copy of the letter and documents explaining cost，complaints procedure and terms of business and ask the client to sign and return them．This will ensure that should a complaint arise there is clear evidence that all the provisions of the Solicitors'Code of Conduct and accompanying requirements have been met as far as required．
Yours faithfully
Remember if a letter has begun with“Dear Sir”it should close with“Yours faithfully”and if it has begun with the client's name with“Yours sincerely．”
E Everyman
Senior Partner
Everyman Solicitors
The signature block should contain the name and status of the senior person dealing with the matter or the person for whom you are writing the letter．
There may be times when you will be asked to sign the letter on their behalf and this should be done with a“pp”before your signature to indicate that the signature is not theirs but another person's on behalf of the person named．
Suwyn，Siska & King
Attorneys at Law
65‐21 Main Street
Flushing，New York 11367
（718）340‐4200
October 23，2006
Willi Loman
Loman's Fashions
885 Seventh Avenue
New York，New York 10017
Dear Ms．Loman：
I hope you've been well．Recently you wrote to us that Loman's Fashions had been sued by a shopper in Small Claims Court for a breach of contract．As you've described it，the shopper claims that she responded to an ad for a“manufacturer's closeout”of designer leather coats；the ad stated that the“early”shopper would“catch the savings．”The shopper complains that Loman's failed to have the merchandise to sell at the advertised price．Specifically，you have asked for advice on the question whether Loman's breached a contract with the shopper under the circumstances．After researching the issue，and based on the facts set out below，I believe that a court would likely conclude that Loman's did not enter into a contract with this shopper because the advertisement was not an offer to sell the coats；thus，there was no contract that Loman's could breach．I will explain this conclusion more fully below after first setting out the facts as I understand them． 1
Loman's Fashions，a retailer of women's and men's outerwear，distributed a circular last July advertising a manufacturer's closeout of designer women's leather coats for＄59．99，coats that regularly sold for＄300．00．The ad announced that the store would open at 7 a．m．on Friday，July 21，and stated that the“early bird catches the savings！”After about fifteen minutes，all the advertised coats had been sold．At 7：30 a．m．，a shopper inquired about the coats and was told that there was none left．She then complained that Loman's was obligated to sell her a comparably valued designer leather coat at the advertised price．The store manager declined，and the shopper filed a complaint in Small Claims Court，claiming that Loman's had breached a contract by failing to sell the advertised leather coats at the advertised price．
You mentioned to me that the store occasionally gives rain checks when it is possible to replenish supplies of an item that Loman's can purchase at a discount．In this case，the manufacturer had discontinued the line of coats and Loman's was not willing to sell other，designer leather coats at such a drastic markdown．You are concerned that，if the shopper's interpretation were to be honored，Loman's would have to reconsider its marketing strategies．Although you had assumed that the advertised terms applied only while supplies lasted，your ad had not included language to that effect． 2 You have asked for this law firm's opinion whether this shopper could succeed on her breach of contract claim．
Under these facts，a court would likely apply the well‐settled law that a general advertisement that merely lists items for sale is at best an invitation to negotiate，not an offer to form a contract． 3 The courts that have considered this question focus on two related considerations． 4 The first is whether the advertisement is complete and definite in its terms．For example，where an advertisement containing terms for sale was missing the amount of goods available for sale，a court held that the seller had not made an offer that was complete and definite in all material terms．Thus，no contract was ever made between the seller and a person who submitted a purchase order． 5
The second consideration is whether an advertisement promises to sell an item in return for something requested，for example，if a storeowner promised to sell an item for a specified price to anyone who came to the store ready to pay that amount． 6 Where such a promise was lacking，a court held that an advertisement by a department store was not an offer but an invitation to all persons that the advertiser was ready to receive offers for the goods upon the stated terms． 7 Even if a person's willingness to purchase the advertised item could be thought to turn the offer into a contract，that court ruled that a purchaser did not have the right to select the item that a seller did not have in stock or was not willing to sell at a reduced price． 8
Applying these legal rules to Loman's advertisement supports the conclusion that the ad was not an offer to enter into a contract of sale and created no contractual duty in Loman's． 9 Here，the advertisement did not specify the amount of coats to sell，but rather described the leather coats as a“manufacturer's closeout”selling at a substantially reduced price． 10 In addition，the advertisement did not contain a promise to sell the leather coats in exchange for some requested act or promise． 11 Furthermore，the ad did not give the public the right to choose any comparably priced leather coat if the advertised coats were no longer available． 12 Although the shopper here might argue that the advertisement did not contain limiting language，for example，that the coats were for sale while supplies lasted， 13 the ad did state that the store，opening for business on the day of the sale at 7 a．m．，was catering to early morning shoppers．By announcing that“the early bird catches the savings，”the ad implied that the supplies would run out． 14
To sum up，based on the facts as I have recited them in this letter，I believe that a court would conclude that Loman's ad did not make an offer to sell leather coats that a purchaser could accept，but that it was at best an invitation to negotiate．Thus，no contract came into existence from this transaction． 15 To avoid the possibility that Loman's will face future claims on this same point，I would recommend that，going forward，Loman's ads include language such as“while supplies last”“first come，first served”or“quantities limited—no substitutes permitted．”In this way，Loman's would communicate to shoppers that there were no guarantees that they could purchase an advertised item，or a substitute．Although the additional text might increase the cost of advertising，in the long run inserting this additional language in the ads could save you time and the costs involved in defending claims such as this one． 16
I hope this is helpful，and would be happy to discuss this matter with you further．Please feel free to call my office at（718）340‐4200 if you have questions，or would like to set up a time to meet． 17
Very truly yours，
Madala Suwyn，Esq．
Note
（ 1 ）Opening paragraph states the client's problem，specifies the legal issue on which the client seeks advice，and states the writer's conclusion．
（ 2 ）This paragraph and the preceding paragraph set out legally significant facts—facts upon which the writer will base her analysis．The factual criteria of the rule for offers under contract law，discussed in the following paragraph of the letter，are the source of the legally significant facts．
（ 3 ）The writer here restates her conclusion．
（ 4 ）The writer begins translating the law into relatively straightforward language，without naming specific cases．
（ 5 ）The writer here offers an example of how the rule would operate and then explains the implication of this analysis：that no contract was formed．
（ 6 ）The writer explains part of the rule by providing an example．
（ 7 ）The writer illustrates the point of law by discussing the facts and ruling in a similar case．
（ 8 ）The writer refers to an alternative holding in the case．
（ 9 ）The writer restates her conclusion as she moves to an analysis of her client's facts．
（ 10 ）The writer applies the first part of the rule—relating to definiteness and completeness of material terms—to Loman's facts．
（ 11 ）The writer now turns to the second part of the rule，requiring a promise in exchange for a requested act or promise，and applies it to Loman's facts．
（ 12 ）The writer points to facts（specifically，the absence of facts）in Loman's that provide an alternative basis for the writer's conclusion．
（ 13 ）The writer introduces a possible counterargument．
（ 14 ）The writer resolves the counterargument in favor of her original conclusion．
（ 15 ）The writer summarizes and restates her conclusion．
（ 16 ）The writer offers some preventive advice that addresses the possibility of future legal claims and also addresses extra‐legal factors—cost and time．
（ 17 ）The writer invites a follow‐up conversation with the client．
6．Samples
The following samples illustrate a range of letters and writing styles．These are only samples and not models．
（1）Attorney‐Client Correspondence
①Letter Declining Client ①
SHICHENG LAW FIRM，
BEIJING，CHINA
Sarah Smith
IGR Corporation
711 Golden Terrace，Suite 1313
Chicago，IL 60613
Dear Ms．Smith，
We have discussed，investigated and reviewed your potential legal claim．After a cost/benefits and legal analysis，we have decided not to pursue your case．Due to the problems we perceive with taking your case，we are declining to be your attorneys and will take no further action in regard to this matter．
I would urge you，however，that if you wish to pursue your legal rights，you should contact an attorney as soon as possible，since there is a statute of limitation on your potential claim．Also be advised that failure to pursue your claim before the statute runs will result in a complete loss of your rights．
Thank you for considering this law office for legal representation．
Sincerely，
Sun Li
Partner
②Letter Withdrawing from Representation ①
SHICHENG LAW FIRM，
BEIJING，CHINA
David Sherlock
455W．Wellington Avenue
Chicago，IL 60657
Dear Mr．Sherlock，
This correspondence is to inform you that we intend to move to withdraw from your case．We are doing so for the following reasons：breach of the fee agreement，and lack of merits to the case．
If you want to retain another attorney to substitute in for us，we will cooperate in transferring your file．
We are not making judgment with respect to the merits of your case．However，if you intend to pursue your claim you must move quickly to meet the court deadlines for the trial date．
Sincerely，
Sun Li
Partner
③Letter Requesting Case Update from Client ①
SHICHENG LAW FIRM，
BEIJING，CHINA
Timothy Tyler
IGR Corporation
711 Golden Terrace，Suite 1313
Chicago，IL 60613
Dear Mr．Tyler，
In the matter of Timothy Tyler vs．Eastern Pacific University ，I have not received any update regarding the status of the case since March 28，2009．I would greatly appreciate it if you would provide me with a brief update at your earliest convenience．
Thank you for your continuing assistance in this matter．I look forward to hearing from you soon．
Sincerely，
Sun Li
Partner
④Attorney Opinion Letter ①
Joe Black
10 East Doty Street，Suite 701
Madison，WI 53703
（608）284‐1200
Dear Mr．Black，
After our initial meeting，I reviewed the papers you sent me regarding the Sophia Loker matter．As I understand the situation，Ms．Loker signed a written employment agreement with your company．The agreement stated that in the event of termination or resignation from her job as your sales associate，Ms．Loker would not call upon or sell goods to any of your customers for a period of one year．
You have asked me to advise you about your rights，the chance of success，the amount of damages that may be recoverable，the costs involved，and my ability to represent you in this matter．
RIGHTS OF CONFIDENTIALITY AGAINST MS．LOKER
When Ms．Loker signed a written contract with your company，she agreed not to call upon any of your customers for a period of one year．This is called a restrictive covenant．To enforce your covenant against Ms．Loker，you must bring an action against her and prove your case．You have a choice of forums in which to bring the action：federal district court or a state court．Since it is easier to obtain an injunction（an action to immediately stop her from selling to your customers）in a state court rather than a federal court，I would suggest the state court．I must advise you that injunctions are largely discretionary with the court，and there are several factors here that might lead it not to grant one on your behalf．Since you have waited for eight months before threatening to sue Ms．Loker，my guess is that you have about a twenty percent（20％）chance of obtaining an injunction．
RIGHTS TO AND AMOUNT OF DAMAGES
Your chances of obtaining money damages against Ms．Loker are much greater than your chances for an injunction．From our discussion and the facts and evidence suggested in your papers，it appears that the amount of recoverable damages would be measured by the profits you have lost since the time Ms．Loker began selling competitive products to your customers．It should be understood that if we win our case，however，Ms．Loker may not voluntarily pay the judgment．Thus，it may be necessary to enforce the judgment by having a sheriff or marshal seize and sell assets not exempt from execution．
However，if Ms．Loker does not own assets，such as real estate，money in bank accounts，stocks，etc．，but owns only personal items exempt from execution under the laws of our state，then any judgment you obtain may not be worth much．
NEGATIVES TO LAWSUIT
Besides the fact that you may lose a lawsuit against Ms．Loker or that any judgment obtained may be uncollectible，there are other negative factors you should consider before bringing a lawsuit．These include court costs and attorney fees．Court costs are recoverable，but other costs，such as travel，the time lost when you are called to testify（or required to help us develop the case），and attorney fees，are not recoverable．
MY SERVICES
I am familiar with the nature of your manufacturing business and I am qualified to represent you in this matter if you choose to proceed．My fee would be based on my normal hourly charge of＄250 for myself and＄150 for associates．Trial time is billed at＄1，000 per day．The initial services of preparing a complaint and serving same would cost approximately＄300．Preparing a request for an injunction and attending a hearing on the injunction would cost approximately＄2，500．
It is quite possible that Ms．Loker would not retain her own counsel and not answer the complaint．This means that a default judgment could be taken without the necessity of a trial．Here attorney fees would probably amount to no more than＄1，000．I require a＄1，000 retainer to open a file and commence an action．If you wish to proceed with this matter，I will need to know the full names and addresses of your customers to whom Ms．Loker is presently selling and the estimated sales volume which you have lost．
If you have any questions，please call me．
Very truly yours，
Li Jun
Partner with Shicheng Law Firm
Beijing，China
⑤Letter to a Prospective Client
SHICHENG LAW FIRM，
BEIJING，CHINA
David Trace
JGR Corporation
711 Golden Terrace，Suite1316
Chicago，IL60613
Dear David，
I enjoyed seeing you at the International Trade Association meeting at the World Trade Center in Chicago．I hope you found the meeting as rewarding as I did．I have been a member of that association for several years．
Enclosed are the materials you requested．They explain the legal services that our firm provides to clients．I call your attention to page four（4）of our firm brochure，which describes our work in international business transactions for companies such as yours．
I will call you next week to answer any question you might have．
Sincerely，
Li Hui
Partner
⑥Follow‐up Letter to a Client（After Initial Meeting）
SHICHENG LAW FIRM，
BEIJING，CHINA
David Trace
JGR Corporation
711 Golden Terrace，Suite 1316
Chicago，IL 60613
Dear David，
I enjoyed meeting with you last week in my office．Thank you for giving me the opportunity to talk with you about the legal services that our firm offers．
The information that I promised to forward to you about international intellectual property law is enclosed．You may also be interested in the materials on revolving letters of credit as a tool to finance international business transactions．
I will call you next week to follow up．Please call me ifyou have any questions．
Sincerely，
Li Hui
Partner
⑦Letter of a Contract Advice
[Client_______]
[Address_______]
Re：[Client/Matter_______]
Dear_______，
Enclosed are copies of the following that I received yesterday：
Letter from [Name_______] dated_______draft of [Title _______]Contract
Schedule A to Contract Schedule B to Contract
The following are my comments concerning these documents：
Read the Documents．I strongly advise that you read each of these documents．I have read them，and this letter sets forth my thoughts，but you may think of other questions when you read them．You have special knowledge about your business that I do not have，and your special knowledge may lead you to see potential problems in these documents that I could not see．So，please read these documents，jot down questions while you read them，and then call me to discuss them．
Term． The Term seems to me to be rather short．Perhaps the Term should be longer．
Price． The Price is not clearly defined．The Contract refers to unit price but does not define what a unit is．
Please call me after you read this letter and its enclosures．
Very truly yours，
[Lawyer_______]
Enclosures
⑧An Engagement Letter
SHICHENG LAW FIRM，
BEIJING，CHINA
CONFIDENTIAL ATTORNEY‐CLIENT COMMUNICATION
DO NOT COPY OR DISCLOSE TO ANYONE ELSE
[Client's name_______]
[Address_______]
Re：Legal Representation
Dear_______，
This will confirm that you have retained me to represent your interest in connection with_______．The scope of representation is as follows： _______.
You are going to furnish me copies of the following documents before I start working：_______．I will begin to work as soon as I receive a fee retainer of ＄_______from you．The retainer will be deposited to my trust account and will be applied toward fees and costs as earned and incurred．As that retainer is used up，additional retainers will be billed to continue the work．
Fees are based on the amount of time spent at hourly rates of ＄_______for me and＄_______for my paralegal．You will also pay for such costs as copies，postage，fax，long distance，recording，FedEx，courier，etc．Enclosed is my resume，which I gave you at the initial conference and which explains how I bill for my services．If you have any questions，please do not hesitate to call．
The range of fees for this work will vary with the amount of time it takes．I estimate that fees will be a minimum of ＄_______．
Please note that the scope of my representation does not include advice or services regarding the following：accounting，tax，financial，business， management，and related non‐legal matters and advice（I advise that you engage a CPA，tax attorney or business consultant to advise you regarding these matters）；title searches，surveys，inspections and other non‐legal work relating to real estate（I advise that you engage a title insurance company，abstractor，surveyor or other licensed professional to provide you these services）；securities，labor，and other legal matters not handled by this firm（I advise that you engage a lawyer who specializes in these matters if you need such advice）．I would be happy to refer you to others who may provide you with these services．
I appreciate your trust and confidence in asking me to assist you．I will endeavor to do my best for you at all times．
Very truly yours，
[Lawyer_______]
（2）Attorney‐Adverse Party Correspondence
⑨Attorney Response to Former Employee ①
SHICHENG LAW FIRM，
BEIJING，CHINA
Manger of Personnel Department
PINGAN Insurance Company
25 Zhongguancun Street
Beijing，China
Dear Sir or Madam，
This law firm represents Jennifer White．Please direct any further correspondence regarding that company to the undersigned．I have had an opportunity to review your letter of February 13，2008 and the February 25，2008 written offer letter，signed by my client and accepting the position of manager assistant of Sales Department．
The clear language of the written offer provided thatJennifer White was an“at will”employee．His employment was not for any specified length of time and could not be terminated with or without cause．However，Jennifer White was terminated for legitimate，non‐discriminatory business reasons．
In light of the foregoing，PINGAN Insurance Company has paid Jennifer White for all amounts owned her as a result of her employment．Should you wish to discuss this issue further？Please contact me at your earliest convenience．
Sincerely，
Lin Ping
Partner
⑩Letter to Adverse Insurance Company ①
SHICHENG LAW FIRM，
BEIJING，CHINA
PINGAN Insurance Company
25 Zhongguancun Street
Beijing，China
Attn：Wu Di
Re：Your Insured：Jennifer White
Our Client：Zhang Bin
Your Claim No．：123456
Dear Mr．Wu，
As you know，this office has been retained by the above‐mentioned with references to personal injuries sustained as a result of a traffic collision caused by your insured．Enclosed with the copy of this letter sent by mail are the police report and medical records and bills．Please inform us what your insured's liability policy limits are．Additional medical records and billing statements as well as a HIPPA release will be forwarded in the near future．
At this time our client is unable to rent a car on his own．If you are unwilling to provide a rental at this time，our client will rent a car through a rental agency that takes liens．This would most likely be an expensive rental．Please advice as to your position on this matter as soon as possible．
We want to assure our client that you are willing to entertain his claim in good faith．To that end，please acknowledge in writing that you accept liability for the incident and PINGAN Insurance Company is ready，willing and able to review our settlement package on the issue of damages only．This letter will be calendared for a response in 10 days from its date．Thank you for your courtesy in responding as soon as possible．
Sincerely，
Lin Ping
Partner
⑪ Letter Warning the Adverse Party ①
Herbert Smith
23＃Guilin Road
Changchun Jilin，China
Dear Mr．Smith，
Mr．Winer has retained our firm and asked us to contact you about two related matters．If an attorney is representing you，please provide this letter to your attorney and have him or her contact me．
First，we request that you return the＄5，000 deposit that Mr．Winer paid to you in October，2005 in connection with certain work that you were supposed to perform for Mr．Winer in revising and maintaining Mr．Winer's website，“feeds．scripting．com”．Mr．Winer had previously sent you a consulting agreement regarding this work and made it clear to you that he would not hire you to perform this work without a written agreement signed by each of you．It is our understanding that neither you nor Mr．Winer signed such an agreement，that the redesigned site was never completed and launched，and that Mr．Winer has advised you that he no longer wishes to use your services for this project．
Second，Mr．Winer has recently learned that you have used the contents of his website“feeds．scripting．com”as well as a computer application authored by him and certain third‐party information，to launch a public web site known as the“OPML Factory”，presently located at“opml．cadenhead．org．”The contents of“feeds．scripting．com”and the computer program are Mr．Winer's property and are protected by federal copyright law as well as by state law．Mr．Winer has not authorized you to use his property to launch the“OPML Factory”and your use of his property for such a purpose constitutes a willful infringement of Mr．Winer's copyrights under 17 U．S．C．101，et seq．，for which you can be liable for statutory damages as high as＄150，000 for each unauthorized use，pursuant to 17 U．S．C．504（c）（2），and liable for Mr．Winer's attorneys'fees if he were to bring an action against you in the United States District Court to enforce his rights，pursuant to 17 U．S．C．505．Accordingly，on behalf of Mr．Winer，we demand that you immediately cease using or distributing all materials that Mr．Winer provided to you in connection with the“feeds．scripting．com”project，that you return to Mr．Winer all such materials，that you cease operating the“OPML Factory”and any other websites or portions of websites derived from his property，that you destroy any works derived from Mr．Winer's computer program，and that you desist from these uses and from any other infringement of Mr．Winer's property in the future．
Specifically，we must insist that，by no later than next Wednesday，March 15，you：
（1）return the＄5，000 deposit to Mr．Winer；
（2）return all materials，third‐party data and applications that Mr．Winer provided to you in connection with the“feeds．scripting．com”project；
（3）destroy all works derived from such materials，data and applications，and provide us a sworn statement，signed under penalty of perjury of the laws of the State of California，attesting that you：
a）have destroyed all such derivative works and
b）no longer possess copies of any the materials，data and applications obtained from Mr．Winer；and
（4）take down the“OPML Factory”website（presently located at“opml．cadenhead．org”）and any other websites or pages that you derived from“feeds．scripting．com”．
If you do not take these actions by next Wednesday，March 15，we shall assume that you will not be complying with Mr．Winer's demands and we will take all appropriate actions to enforce Mr．Winer's rights．
Sincerely，
Zhang Li
Partner
⑫Letter Negotiating with the Adverse Party ①
Dear Mr．Stewart，
It has come to our attention that you have created and are operating a website which you have labeled“The Bill O'Reilly Sucks．com Web Site．”We are hereby advising you that the unauthorized use of Mr．O'Reilly's name for commercial purposes is clearly a violation of O'Reilly's rights．Section 43（a）of the Lanham act（15 U．S．C．&1125（a））states that it is violation of a person's rights to use that person's name in commercial advertising or promotion which misrepresents the nature，characteristics，or qualities of that person's services．You have clearly traded on the goodwill and name of Bill O'Reilly in using his name in the title of your website．There is no doubt that Mr．O'Reilly's name has acquired distinctiveness and secondary meaning with the general public．His nightly program“The O'Reilly Factor”is the highest rated cable television news program in the country．He has personally authored two books，both of which have been on The New York Times bestseller list．
You also have violated Mr．O'Reilly's right under Section 51 of the New York Civil Rights Law．That provision bars the use of a living person's name，portrait，picture or voice for trade or advertising purposes without the written consent from that person．It is also obvious that you have been using Mr．O'Reilly's name in connection with your commercial attempt to sell advertising．Indeed，immediately under the greeting on the website is a solicitation for viewers to purchase advertising on your website．Although the use of Mr．O'Reilly's name in the body of the copy on the website may be protected usage，the recurring use of his name as the title of your website is not protected under the first amendment．
Mr．O'Reilly and Fox News Network，LLC insist that you immediately discontinue using Mr．O'Reilly's name in any way as a designation for your website and that you provide us with written confirmation that you have done so．To the extent that you ignore this request，you do so at your own peril．
All of the rights and remedies of Mr．O'Reilly and Fox News Network LLC are expressly reserved．
Very truly yours，
Dianne Brandi
[Law Firm]
⑬Letter to Negotiate with the Attorney of the Adverse Party ①
Mike Atkins
[ADRESS]
Dear Mike，
I write this letter in an attempt to bring closure to the disputes between Dr．Gallegos and the ECISD．As you know Dr．Gallegos has sued the ECISD to prevent the release of certain confidential，educational records to the public．
Furthermore，it is my understanding that certain members of the ECISD board have voiced disputes and concerns about Dr．Gallegos；particularly a concern about whether Dr．Gallegos'criticism of the ECISD District plan and its authors was warranted．In defending the ECISD District plan and its authors，certain board members publicly lashed out at Dr．Gallegos，arguably defaming him in the process．Furthermore，the ECISD District plan authors filed an employment grievance against Dr．Gallegos，asking that he be fired．As you know，Dr．Gallegos'assertions were proven correct in that that ECISD District plan was shown to have been plagiarized from the Georgetown ISD District plan，and one of the authors of the ECISD District plan has now resigned because of this fact．Certain members of the ECISD board have publicly accused Dr．Gallegos of passing a fraudulent plan，in order to provide unwarranted political cover for the true perpetrators of the fraudulent plan．But for Dr．Gallegos，ECISD would not be aware today that it had passed a copy of a plan developed specifically for Georgetown ISD．Although certain board members publicly criticized Dr．Gallegos，it remains uncertain whether the general public is aware that Dr．Gallegos is responsible for shining light on this unseemly transaction，and that he should be commended，not criticized．Dr．Gallegos is anxious for the general public to understand his role in these events and to clear his name．Also，earlier this year，the ECISD board passed a motion to evaluate Dr．Gallegos this September．This motion is out of order，in that the board cannot evaluate staff other than the superintendent，and it changes an evaluation document without seeking staff input．Dr．Gallegos has charged me with investigating the possibility of filing a declaratory judgment action against the ECISD to determine whether the actions of the board are in contravention of other board policy and or state law．
Dr．Gallegos has also charged me with investigating the merits of a potential defamation action against one or more ECISD board members，and investigating other ways to enable him to tell his story to the greater public in order to restore his good name and professional reputation．
However，in an attempt to avoid more litigation and to resolve existing litigation，Dr．Gallegos would be willing to sign a release and waiver of all claims，in exchange for a buy‐out of his existing contact of employment with ECISD，with good references．Such an agreement would allow Dr．Gallegos to land in a better employment position and would allow the ECISD to be free and clear of any potential claims he may pursue．It seems that such a deal would be in the mutual best interests of both parties．
Because the early summer is the best time for an educator to make a transition，I respectfully request a response to this offer at your earliest convenience．
As always，if you would like to discuss these matters，please give me a call．
Very truly yours，
Kevin F．Lungwitz
[Law Firm]
⑭ Letter of a Contract Negotiation
[Name_______]
[Address_______]
Re：[Client/Matter_______]
Dear_______，
This confirms that I received your [Date_______] letter and its enclosed draft of the [Title_______] Contract．I have read the draft，discussed it with my client [Client_______] ，and have the following initial comments that we will need to resolve before we can move ahead with negotiating the finer points of the Contract：
Term． The Term would need to be at least_______years before my client could seriously consider entering into the Contract．
Unit Price． The Unit Price would need to be at least＄_______before my client could consider the Contract financially feasible．
Controlling Law． My client does business only in the State of Florida and does not desire to engage a lawyer in[State_______]，so the Contract will need to provide that Florida law controls．
Publicity． My client requests that the last sentence of paragraph 3 on page 2 of the Contract be changed to read as follows：_______．
Please discuss these points with your client and let me know if your client is willing to pursue negotiation of a contract along these lines．
Very truly yours，
[Lawyer_______]
[Law Firm]
cc：[Client_______]
⑮ A Demand Letter
[Name_______]
[Address_______]
By fax to[Fax＃_______]；phone[Phone＃_______]/And by FedEx Priority Overnight/And by email to[Email address_______]/Or by U．S．Registered Mail Return Receipt Requested
Re：[Client_____]
Dear_______，
This office represents[Client_______]．It has come to our attention that you are building and operating stores having trade dress confusingly similar to the stores of our client．You have copied the following elements of our client's trade dress，among others：_______．
This letter is formal notice that your use is an infringement of our client's trade dress rights under Section 43（a）of the Lanham Act，15 U．S．C．§125（a）． Two Pesos ， Inc．v．Taco Cabana ， Inc． ，60 U．S．L．W．4762（1992 WL 141119（U．S．））．Our client also claims copyright in its store design，which copyright you have also infringed．We have reason to believe that your infringement is intentional and deliberate and that you are attempting to copy our client's business by copying its trade dress and store design．
Our client hereby demands that you immediately do the following：
Cease and desist building and operating stores having trade dress similar to[Client_______]stores；Cease and desist any and all other violations of the Lanham Act and the copyright laws；and remove and destroy all elements of our client's trade dress and store design from your stores．
If you fail to comply with this demand，our client may seek relief in court for an injunction and damages．Judicial relief includes，but is not limited to：destruction of the infringing articles under 15 U．S．C．§118；treble damages，your profits，any damages sustained by our client，court costs and attorneys fees under 15 U．S．C．§117；injunction under 15 U．S．C．§116；injunction and damages under the copyright laws．Our client reserves all rights it may have．Our client neither waives nor abandons its right by sending you this demand letter prior to filing suit．
Please confirm in writing to this office that you will comply with this letter within one week of its receipt．
Very truly yours，
[Lawyer_______]
[Law Firm]
（3）Daily Correspondence
⑯Letter Requesting a Copy of a Publication
Professor Zhang Li
China Law Institute
Zhongguancun Road
Beijing 1000860
P．R．China
Dear Professor Zhang，
I would like to order a copy of the book， An Introduction to Chinese Environmental Law ，Please advise me of the current cost（in U．S．or Canadian dollars，if possible）to purchase the book and to have it sent by airmail．If it is convenient for you，you may fax this information to me at（fax number）．
Thank you．
Sincerely，
[Lawyer_______]
[Law Firm]
⑰ Letter to Thanks to a Speaker
Mr．Richard P．Bruno
Supervisory Import Specialist
United States Customs Service
610 S．Canal Street，Room 450A
Chicago，IL 60607
Dear Mr．Bruno，
I enjoyed your presentation yesterday on customs law and procedure in the United States．Thank you for coming to speak at the law school and for staying after class to answer additional questions about how the United States Customs Service enforces trademarks and other intellectual property rights．I was especially interested in your explanation of how the Customs Service has no authority to prevent the importation of goods that violate a patent unless directed to do so by an exclusion order issued by the U．S．International Trade Commission．I confess that I am often confused about which governmental agencies have responsibilities over these matters．Your explanation of the exclusion orders issued by the Commission made this easier for me to understand．
Thank you also for bringing the brochures discussing import quotas，foreign trade zones，and customs duty drawback．I look forward to reading these brochures and learning more about these issues．
Thank you again for coming to the school．You were very gracious with your time．
Sincerely，
[NAME]
⑱ Letter Requesting Information about a Law School Program
Professor William B．T．Mock
Director，International and Comparative Law Program
The John Marshall Law School
315 S．Plymouth Court
Chicago，IL 60604 USA
Dear Professor Mock，
Thank you for speaking with me today about the number and variety of LL．M．
programs available in the United States．As I mentioned to you on the phone，I graduated from the Liaocheng University in 1999，with specializations in corporate and copyright law．Soon after graduation，I obtained a position as in‐house counsel with a large government bank，where I worked on a number of financial，corporate，and real estate matters．
I am interested in eventually moving to the private sector，but I would first like to obtain some additional legal education in the United States．Your school's program in International and Comparative Law seems to fit my needs exactly．I would be very grateful to receive further information about the specific courses offered in the program，the academic requirements for admission，and，if possible，information about housing options near the school．
Sincerely，
Zhang Lei
⑲ Letter Requesting Information about the Legal English and Orientation Course
Jan．16，2015
Ms．Keri Lawhead
International Law Institute
1615 New Hampshire Ave．，N．W．
Washington，D．C．20009‐2520 U．S．A．
Dear Ms．Lawhead，
I have been accepted into an LL．M．program at U．S．law school for the fall semester．I have heard that your summer training programs in Introduction to Legal English and Orientation in the U．S．Legal System are helpful for lawyers who want a good overview of U．S．law，and that these courses are especially helpful for persons who，like me，will be enrolled in full time studies at an American law school．
I would greatly appreciate it if you could please send me further information about the courses and how to register for them．
Sincerely yours，
[Name]
⑳ Letter Requesting an Invitation
The Supreme People's Court of the People's Republic of China
The Honorable Chief Judge Gregory Carman
U．S．Court of International Trade
One Federal Plaza
New York，NY 10007 USA
Dear Judge Carman，
I am a judge on the Supreme People's Court of the People's Republic of China．
I will be visiting New York in July，in connection with a meeting at the United Nations Headquarters．I would be most grateful if I could stop by your court when I am in New York．I would like to learn more about the advantages and disadvantages of establishing a special court for international trade and customs law issues．As you may know，the national legislature in my country is presently considering the merits of establishing a special commercial law court with an emphasis on matters related to international trade and foreign investment disputes．I am certain that my visit to your court would be very enlightening．
I look forward to your reply．
Very truly yours，
ZHOU，Qiang
Chief Justice
P．S．I would also like to see the library facilities at your court，especially the collections on international trade and customs law issues．
㉑Letter to Confirm a Meeting
SHICHENG LAW FIRM，
BEIJING，CHINA
David Trace
JGR Corporation
711 Golden Terrace，Suite 1316
Chicago，IL 60613
Dear David，
I enjoyed talking with you yesterday．Our firm welcomes the opportunity to discuss how we can assist you in building an international business．
I look forward to meeting with you at 3：00 p．m．on October 19th at my office．I have enclosed the latest issue of our client newsletter for your review．
You may be particularly interested in the information on establishing joint ventures in China．
If you have any questions before our meeting，please feel free to call me．I look forward to seeing you on October 19th．
Sincerely，
Song Lianhui
Partner
（4）Letter of Intent．
㉒ Letter of Acquisition of Assets
LETTER OF INTENT
（ASSET PURCHASE/SALE）
[LETTERHEAD OF PURCHASER]
CONFIDENTIAL
[Addressee]
[Address]
Re：Acquisition of Assets from[Company name]，
a[type of entity & jurisdiction of formation]
Dear[Addressee]：
This letter confirms our understanding of the mutual present intentions of[Full，Formal Name of Purchaser]（the“Purchaser”）and[Full，Formal Name of Seller]，（the“Seller”）with respect to the principal terms and conditions under which the Purchaser will acquire substantially all of the Seller's assets（the“Assets”）．This transaction is referred to as the“Acquisition”and the Seller and Purchaser are referred to，collectively，as the“Parties．”
This letter is written with the understanding that the Seller is，among other things，[disclose any material information that，if left undisclosed，could constitute such a material discovery that one or both parties could back out of their deal claiming surprise，misrepresentation，material omission，frustration of purpose，or impossibility，e.g．bankruptcy or conservancy of a party，the need for board，regulator or other approval，and the like．]
[If non‐binding：The Parties acknowledge that this letter does not contain all matters upon which an agreement must be reached in order for the Acquisition to be consummated．Further，among other conditions specified herein or otherwise agreed to by the parties，the obligations of the Parties hereto consummate the Acquisition are subject to the negotiation and execution of the Purchase Agreement and Loan Documents referred to below．Accordingly，this letter is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding agreement；provided，however，that the provisions set forth in paragraphs 6，7，9，10，11，and 12 below and this paragraph shall be binding upon the Parties and，only with respect to paragraphs 9，10，11，and 12，shall survive termination．]
i．Purchase of Assets．At the closing（the“Closing”），subject to the satisfaction of all conditions precedent contained in the Purchase Agreement，the Purchaser will purchase from the Seller，and the Seller will sell to the Purchaser，all of the Seller's Assets except those listed on Exhibit A hereto，if any．The Purchaser may assign some or all of its rights hereunder prior to the Closing to one or more of its subsidiaries．
ii．Purchase Price．The purchase price for the Assets will be＄_____，payable to the Seller，in cash，when[specify time，condition，or event triggering closing]．
iii．Definitive Agreement．The Purchaser and the Seller shall use reasonable diligence to commence good faith negotiations in order to execute and deliver a definitive agreement relating to the Acquisition（the“Purchase Agreement”） acceptable to the parties hereto on or prior to[date certain]．[Specify what happens if this does not occur including whether or not there are legal，binding obligations．]All terms and conditions concerning the acquisition shall be stated in the Purchase Agreement，including representations，warranties，covenants，and indemnities that are usual and customary in a transaction of this nature and as may be mutually agreed upon between the parties．Subject to the satisfaction of all conditions precedent contained in the Purchase Agreement，the Closing will take place no later than[date certain]or as soon thereafter as possible．
iv．Representations and Warranties．The Agreement will contain representations and warranties customary to transactions of this type，including without limitation，representations and warranties by the Seller as to（a）the accuracy and completeness of the Company's financial statements；（b）disclosure of all the Seller's contracts，commitments，and liabilities，direct or contingent；（c） the physical condition，suitability，ownership and status of liens，claims，and other adverse interest with respect to the Seller's assets；（d）the Seller's ownership of the Assets；（e）the absence of a material adverse change in the condition（financial or otherwise），business，properties，assets of the Seller；and（f）the organization，valid existence，good standing，and capitalization of the Seller．
v．Conditions to Consummation of the Acquisition．The respective obligations of the parties with respect to the Acquisition shall be subject to satisfaction of conditions customary to transactions of this type，including without limitation，（a）execution of the Purchase Agreement by all parties；（b）the obtaining of all requisite regulatory，administrative，or governmental authorizations and consents；（c）approval of the Acquisition by the Board of Directors of the Purchaser；（d）absence of a material adverse change in the condition（financial or otherwise）of the Assets；（e）satisfactory completion by the Purchaser of due diligence investigation of the Company as provided in paragraph 2（b）（ii） above；and（f）confirmation that the representations and warranties of the Seller are true and accurate in all respects．
vi．Access to Company．The Seller shall give the Purchaser and its representatives full access to any personnel and all properties，documents，contracts，books，records，and operations of the Seller relating to is business．The Seller shall furnish the Purchaser with copies of documents and with such other information as the Purchaser may request．
vii．Other Offers．The Seller（or the Seller's directors，officers，employees，agents，or representatives）may solicit，encourage or entertain proposals from or eider into negotiations with or furnish any nonpublic information to any other person or entity regarding the possible sale of the Seller's business，assets or stock so long as such activities do not unreasonably interfere with the ability of the Purchaser to enter into and perform under the Purchase Agreement．The Seller shall notify the Purchaser of any proposals by third parties with respect to the acquisition of all or any portion of the Seller's business，assets，or stock and furnish the Purchaser the material terms thereof．
viii．Conduct of Business．The Seller shall conduct its business in the ordinary course，consistent with the present conduct of its business and previous practices．Prior to the closing，and for a reasonable time subsequent thereto，the Seller will render management and consulting services to the Purchaser so as to allow the Seller to utilize the Assets to continue business in the normal course．The Seller will render such management and consulting services to the Purchaser on terms and conditions to be agreed upon by the Seller and the Purchaser prior to[date certain]．
ix．Expenses．Each of the parties shall pay all of its expenses incident to this letter，the Purchase Agreement and consummation of the transactions contemplated hereby and thereby．The Seller and the Purchaser each represent and warrant that there are no brokerage or finder's fees which are or will be payable in connection with the Acquisition．
x．Confidentiality．Each of the parties hereto agrees that it will not use，or permit the use of，any of the information relating to the Seller or the Purchaser respectively furnished to each other in connection with this letter，the Purchase Agreement or the Acquisition（“Confidential Information”），except publicly available or freely usable material as otherwise obtained from another source，in a manner or for a purpose detrimental to the Seller，the Seller or the Purchaser or otherwise than in connection with this letter，the Agreement，and the transactions contemplated hereby and thereby．
xi．Disclosure．Neither party will issue any public announcement concerning the transaction without the approval of the other party，except as may be required by law．
xii．Termination．Termination of negotiations by the Purchaser on the one hand and the Seller on the other prior to the execution and delivery of the Purchase Agreement shall be without liability and no party hereto shall be entitled to any form of relief whatsoever，including，without limitation，injunctive relief or damages．Upon the earlier of（a）the mutual written agreement of the parties hereto or（b）the failure by the parties here to execute and deliver the Purchase Agreement on or prior to[date certain]，this letter shall terminate and the parties shall be released from all liabilities and obligations with respect to the subject matter hereof，except as provided in the second paragraph of page 1 of this letter．
xiii．Counterparts．This letter may be executed in one or more counterparts，each of which shall be deemed an original，and all of which together shall constitute one and the same instrument．
If the foregoing correctly sets forth our mutual understanding，please so indicate by signing two copies of this letter in the spaces provided below and returning one copy to us no later than 5：00 p．m．on_____，2001．
Very truly yours，
_______________
[Signature of Purchaser]
Accepted and agreed as of the date first written above．
[Seller]
Signed： __________
By： ________________
Typed Name
Its： _______________
Title
1．Suppose you are David Hesler，a law clerk with ABC Law Firm in Minnesota．Ben Lee，a successful businessman in Minneapolis came to your office to seek legal advice．Ben complained that his former business partnerJohn Smith is building and operating stores having trade dress confusingly similar to his stores in a neighbor city St．Paul．You did some research and found that this is really an infringement of Ben's trade dress rights under Section 43（a）of the Lanham Act，15 U．S．C．125（a）．Please write a 300‐400 words demand letter representing Ben Lee to John Smith to ask him to stop the infringement immediately．
2．Suppose you were Marie Lin，a lawyer of ABC Law Firm．You have answered a call from Loren Tyler，who wanted to establish a joint venture in China．Please write a follow‐up letter to recommend your law firm．You send your law firm brochure with the letter as well．
Loren Tyler's address：
ABC Corporation，414 Arbor Creek Drive，Indianapolis，IN 46254，U．S．A．
Your law firm address：
ABC Law Firm，Room 602 Cyber Tower Building，Beijing，100086，P．R．China
3．Supposed you are Li Jun，a law clerk with ABC Law Firm in China．Joseph Harrison，a personnel manager，came to your office to seek legal advice．Joseph complained that the former employee Jennifer White disclosed some confidential information to his competing company．He asked the chance of success of suing Jennifer White．You did some research and found that he probably win the case．Please write a 300‐400 words letter to your client to tell the detailed information．
4．Suppose you are Wang Lu，a law clerk with ABC Law Firm in China．Catherine Dinuba，the manager assistant of Royal Residence Company Limited，asked the advice of building an international business．You did some research on building joint ventures and wanted to range a meeting with Ms．Dinuba．Please write 300‐400 words to her to confirm the time and place to meet．At the same time，enclose the newsletter of your law firm．
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