Engagement letter drafting: fill confirmed facts, leave scope and fees to the lawyer

ABA Model Rule 1.5 provides in paragraph (b) that the scope of the representation and the basis or rate of the fee and expenses for which the client will be responsible shall be communicated to the client, preferably in writing, before or within a reasonable time after commencing the representation, with an exception for a regularly represented client charged on the same basis or rate. Changes in the basis or rate must also be communicated.

States adopt their own versions of the Model Rules, and firms often go further than the minimum. I would ask the firm's general counsel or risk partner to define which clauses are required for each matter type before any drafting is automated. That definition becomes the template configuration.

The workflow should draft only from templates and clause variants the firm has approved. If a matter needs a clause that does not exist, the draft should show a clearly marked gap for the lawyer to write, not generated text that looks like an approved clause.

Each clause variant should have an owner and a version. When the firm updates a standard clause, new drafts use the new version, and the record of each sent letter keeps the version it used.

Client name, matter description, opposing parties, billing contact and responsible attorneys should come from the intake record after conflicts are cleared, not be re-extracted from emails. Every filled value should link back to its intake field, so a reviewer can see where it came from.

Where intake is incomplete, the draft should leave the field visibly blank. A plausible guess about the client's legal entity name or the billing address is worse than a gap, because it may survive review.

The scope paragraph is where drafting help is most tempting and most sensitive. A model can propose a scope description from the intake notes, but it should be marked as a draft for the lawyer's revision, and the workflow should highlight phrases that commonly cause disputes, such as open-ended descriptions or references to related matters.

I would also have the draft list what is excluded when the matter type's template calls for exclusions. Clear exclusions protect both client and firm, and they are a decision the lawyer should make consciously.

Fee terms should come only from the firm's approved rate tables or from values the responsible lawyer enters. The workflow should not calculate a blended rate, propose a cap, or describe an alternative fee arrangement on its own. If the matter type allows several fee structures, the lawyer chooses one and enters the specific values.

The review screen should show the fee section separately from the rest of the letter, with the source of each number. A reviewer confirming fee terms should not have to search the letter to find them.

The draft goes to the responsible lawyer for review with a short summary: template used, clause variants, filled fields and their sources, gaps, and anything that departs from the standard template. The lawyer edits, approves, and sends it through the firm's normal process.

The workflow should record who approved the final letter and when, and store the sent version with the matter. If the client negotiates changes, the revised version and its approval should be recorded the same way.

Engagement letters contain client identities, matter descriptions and fee terms. The drafting step should run inside systems the firm has approved for client information, and any model service involved should be reviewed under the firm's confidentiality obligations before client information is sent to it. The ABA's guidance on generative AI, discussed in a separate note on vendor review, is a useful reference for that review.

In a pilot, have the workflow draft letters for matters the firm is opening anyway, and compare the drafts with the letters the lawyers would have sent. Track wrong or missing facts, clauses the lawyer had to replace, and gaps that were correctly left blank.

The acceptance condition I would agree: for the pilot matter types, every filled fact matches the confirmed intake record, no fee term appears that the lawyer did not enter or the rate table did not supply, and every letter sent has a recorded approval.

Bring a few anonymized engagement letters, your template set and the intake fields you already capture.