A standard practice for law firms and attorneys in Minnesota is sending a Non-Engagement Letter (i.e. Togstad Letter) to everyone who contacts the firm or lawyer but does not hire the firm or lawyer. Sending this notice is the best way to avoid potential legal liability after the case of Togstad v. Vesely, Otto, Miller & Keefe, 291 N.W.2d 686 (Minn. 1980), which established that an attorney can be held negligent for failing to warn a prospective client of applicable deadlines—even when no representation was ever formed.
The concern is straightforward: someone contacts a lawyer, the lawyer declines representation or the person decides not to hire the lawyer, and later the person claims, “I missed the deadline because the lawyer implied I had no case.” A written notice forecloses that argument. It is also consistent with an attorney’s broader obligation to avoid misunderstandings about the scope of representation—a duty that applies even at the intake stage.
Background
In 1980, the Minnesota Supreme Court held a law firm liable for failing to notify someone the firm’s lawyer met with. The attorney declined to represent the person but never warned them of the statute of limitations deadline. The court held the attorney “acted negligently in failing to inform [the person] of the applicable limitations period.” The ruling confirmed that the attorney-client relationship—and the duties that come with it—can arise even from a brief consultation that does not result in formal engagement.
Understanding when that relationship begins (and ends) matters for any attorney. Attorneys can withdraw from cases under certain circumstances, but the duty to communicate critical deadlines to prospective clients does not evaporate simply because no retainer was signed.
Togstad Letter Template
Every attorney who meets with prospective clients—whether to discuss a business dispute, review a letter of intent, or evaluate any other legal matter—should have a standard non-engagement notice ready to send. Here is the template our firm uses:
LEGAL NOTICE. Under state law, we are required to tell you that there are statutes of limitation and legal deadlines for your situation. Failure to act within these times can result in a waiver of your rights. We have made no representations to you regarding these deadlines. Accordingly, you should seek legal advice as soon as possible should you wish to pursue this matter further.
Unlike other templates, this one maintains simplicity. It does not require customization for every contact. Administrative staff can easily email it to anyone who reaches out to the firm, ensuring no prospective client falls through the cracks without receiving the required notice.
In plain language, the Togstad notice tells people it is up to them to take action to protect their rights.
What is a Togstad letter?
A Togstad letter is a non-engagement letter that a lawyer or law firm sends to anyone who contacted the firm but did not hire it. The letter notifies the person of applicable statutes of limitations and legal deadlines. It protects the attorney from malpractice claims based on the 1980 Minnesota Supreme Court case Togstad v. Vesely, Otto, Miller & Keefe.
Why do lawyers send non-engagement letters?
Lawyers send non-engagement letters to avoid liability for missed deadlines. After the Togstad case, Minnesota courts established that an attorney can be held negligent for failing to inform a prospective client of applicable statutes of limitations, even when no formal representation was established. A brief written notice closes that exposure.
What should a Togstad letter include?
A Togstad letter should inform the person that statutes of limitations and other legal deadlines exist for their situation, that failure to act within those timeframes can result in waiver of rights, and that the firm has made no representations regarding those deadlines. It should advise the person to seek legal advice promptly if they wish to pursue the matter.
Do I need to customize a Togstad letter for each person?
No. A well-drafted Togstad notice can be kept general enough that administrative staff can send it to anyone who contacts the firm without requiring customization. The goal is simplicity and consistency so that no contact slips through without receiving the notice.
What case established the Togstad rule in Minnesota?
The rule comes from Togstad v. Vesely, Otto, Miller & Keefe, 291 N.W.2d 686 (Minn. 1980), in which the Minnesota Supreme Court held a law firm liable for failing to notify a prospective client of the applicable statute of limitations after the attorney declined representation.
