Attorney Engagement Letter
(MA)

Summary

This template attorney engagement letter is for use when a corporate client retains outside counsel for legal services. In-house counsel may also use it as a guide for reviewing a draft retainer agreement. It contains practical guidance, drafting notes, and alternate and optional clauses. Massachusetts Rule of Professional Conduct 1.5 makes it mandatory that lawyers communicate in writing the scope of representation and basis of their rate of fees and expenses to a client before work begins or within a reasonable time thereafter. There are exceptions for initial consultations where the fee is expected to be $500 or less and for when the lawyer will charge a regularly represented client at the usual rate. See Mass. R. Prof. C. 1.5. Fee agreements have very specific requirements outlined in the rules. These rules are described thoroughly in this note, but you should consult all applicable rules when drafting your letter, particularly because they are revised often. This engagement letter is meant to be used in conjunction with a separate fee agreement. For annotated fee agreements, see Attorney Engagement Letter and Fee Agreement (Hourly Fee Arrangement) (MA), Attorney Engagement Letter and Fee Agreement (Flat Fee Arrangement) (MA), and Attorney Engagement Letter and Fee Agreement (Contingency Fee Arrangement) (MA).