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Response to a Demand Letter Template
River splits every numbered allegation into the fact and the consequence claimed from it, then prices the demand against the documents you actually have.
A demand letter is built so that a fact you cannot deny and a conclusion you should never accept arrive in the same sentence. That is what makes a blanket answer feel like the only option, and both blanket answers are wrong. River numbers the allegations, splits each one into the fact asserted and the consequence claimed from it, and answers the two separately. Most of them resolve to the same place: the fact is true, and what they say follows from it does not.
Then the number gets the same treatment. A demand states one total, and that total is a sum of components, each resting on an allegation. Break it apart, check each component against the documents, and the amount the file actually supports can be computed. On a fictional $877,620 demand the supported figure came to $438,470, just under half, and the difference was five specific things rather than a general sense that the number was high. Each one has a document behind it.
Whoever has to sign the reply runs this, usually inside the fourteen days the letter allowed. It works the way a register grading each proposition by what supports it works once a matter is filed, except nothing has been filed yet and every sentence is voluntary. What comes back is a register of allegations with a disposition and a document on each row, and a reply written from it, paragraph by numbered paragraph, that survives becoming an exhibit.
What the reply becomes later
A reply letter is not a pleading, and it is still the first draft of one. The rule the answer will be held to says a party denying only part of an allegation must admit the part that is true and deny the rest. A denial has to fairly respond to the substance. A blanket denial written now that the answer cannot repeat is not a saved position, it is a paragraph the other side reads back to a judge.
The reverse risk is the admission you write down. Marking a letter without prejudice does less than people assume: the protection runs to statements made in compromise negotiations about a disputed claim, and the court may still admit the evidence for another purpose. Proving a witness's bias and negating a claim of undue delay are both named in the rule itself. So every admission in the register carries a note on whether it is safe to put in writing at this stage.
The paragraph you most want to write is often the one that costs most. A buyer who accepted goods and then found a defect must, under the code most supply contracts adopt, notify the seller within a reasonable time or be barred from any remedy. Asserting the defect in a reply dates your discovery in their file. If notice was given, say when and by what. If it was not, the paragraph needs a different shape.
How it works
Allegations get numbered
Their letter is broken into discrete assertions, whether or not it numbered them itself.
Fact leaves consequence
Each assertion splits into what happened and what they say follows from it.
Each half gets evidence
Your documents are matched to both halves, and the disposition follows from what is there.
The number comes apart
Every component of the demand is priced against the documents, and the difference is itemized.
What you get
- Every numbered allegation split into the fact asserted and the consequence claimed from it
- One of four dispositions per allegation, each carrying the document that produced it
- The demand total decomposed into components, each priced against what the file supports
- Interest recomputed at the contract rate from each invoice date, not the oldest
- A safe-to-write column, so no admission goes out without somebody deciding it should
- The reply drafted paragraph by numbered paragraph, in the order their letter used
Common questions
Should we respond at all?
Sometimes not, and that is a decision, not a default. Silence costs nothing in most commercial disputes and costs a great deal where a statute or a contract makes a response a precondition to something. The register separates the two: allegations where a reply is optional, and any deadline in their letter that actually carries consequences.
They gave us fourteen days. Is that enough?
Usually, because the work is bounded by their letter rather than by the matter. Twenty-three allegations against the documents you already hold is an afternoon once the allegations are numbered. What takes longer is finding the three documents nobody can locate, which is why a dated index of what the file contains is worth having before a letter arrives.
Is this legal advice?
No. It reports what their letter asserts, what your documents show, and the arithmetic between them. Whether to admit a fact, make an offer, or say nothing at all is a judgment your counsel makes with you. What changes is that the judgment gets made allegation by allegation instead of on the letter as a whole.
Can we just deny everything and see what happens?
You can, and on the worked example it would have denied six allegations that the other side's own signed delivery receipts establish. That is not a position, it is an impeachment waiting to happen, and it makes the five denials that are correct read as noise. The cheap version of this letter is the expensive one.
What if we do not have the documents they are talking about?
Then the row says so and names what you asked for, which is a real answer rather than a hedge. On the worked example three allegations came back that way, each identifying the storage invoice or delivery record that would settle it. Where the contract answers instead, the obligation register already holds it.
What happens if it becomes a filed case?
The register carries over. Dispositions become the answer, the priced components become the damages analysis, and the documents are already attached to the rows. From there it feeds the pack that makes five filing documents agree, and any question of law it raised goes to a memo where every authority carries its treatment. Each priced component then picks up the findings it must survive before mediation.
Response to a Demand Letter Template
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