Letter Before Action (Basic Template)
This template provides a structured B2B Letter Before Action (LBA) to formally notify a counterparty of a contractual or civil dispute and request resolution before initiating legal proceedings. It sets out the parties, dispute, remedy sought, a reasonable response deadline, and a warning of potential legal action, and optional “without prejudice” negotiation.
Letter Before Action (Basic Template)
A Letter Before Action (LBA) is a formal notice sent to a counterparty to inform them of a contractual or civil dispute and request resolution before commencing legal proceedings. It demonstrates to courts that you attempted to resolve the matter before starting proceedings, which can be relevant for costs or procedural rules.
An LBA should set out:
The parties and the relevant underlying contract.
A concise description of the dispute or breach.
Specific remedy sought (payment, action, or cessation of conduct).
Reasonable deadline for compliance (commonly 14-30 days depending on the type of dispute).
Warning of possible legal action if the deadline is not met.
A “without prejudice” statement, if negotiation is desired.
Make sure to send the letter by tracked post, courier, or email with read receipt, and to retain a copy for your records; it may be required in court as proof of notice.
Specific requirements:
For payment disputes, specify invoice numbers, amounts, and interest under the governing law.
For contractual breaches, reference specific clauses and attach relevant documentation.
For general disputes, keep the description broad but include enough factual detail to substantiate the claim.
Warnings before use
Ensure all facts, names, addresses, titles, etc. are accurate, as inaccuracies can undermine your credibility and weaken your legal position.
Include only facts and claims you can substantiate with evidence (avoid assumptions or statements you cannot prove).
Make sure the remedies you request are legally enforceable under the governing law, and that your claim does not exceed your contractual or statutory rights.
Certain industries or types of contracts may require formal notices in a specific format, so check for industry standards.
If you want to preserve settlement discussions, include a “without prejudice” statement.
Be aware that some communications may become admissible in court if phrased incorrectly or if the letter goes beyond negotiation.
Consider obtaining legal advice, particularly for complex contractual, regulatory, or cross-border issues, or for large sums of money or significant liability. Legal advice should also be sought if there is a risk of counterclaims or claims for defamation.
Format on company letterhead
[company name]
[company address]
[company phone/address]
Date: [date]
[recipient name]
[recipient address]
Dear [recipient name],
Re: Letter Before Action – [brief description of dispute]
We write regarding [brief description of dispute].
Despite our previous communications on [dates of previous communications], the matter remains unresolved. We now formally request that you [remedy requested] within [deadline for remedying the breach] from the date of this letter.
Include a clear calculation of any interest and costs claimed where available, and specify the basis for the calculation (e.g., “Interest is claimed under the Late Payment of Commercial Debts (Interest) Act 1998.”).
Also make sure to include reference to applicable law (e.g., “under the Late Payment of Commercial Debts Regulations 1998”) where appropriate.
Please be advised that:
If you do not comply within the stated period, we may commence legal proceedings without further notice to recover [claim amount].
We reserve all rights in respect of this matter.
We encourage you to treat this matter with urgency and contact us promptly to discuss a resolution. This letter is written without prejudice to our rights.
Yours faithfully,
[company signatory name]
[company signatory position]
[company name]
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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