tender-denial

name	tender-denial
title	Tender Letter Denial
description	Drafts legally defensible denial letters rejecting tendered defense and indemnification demands. Analyzes indemnification provisions, builds substantive and procedural grounds for denial, preserves rights, and positions client for coverage litigation. Use when denying tender obligations, rejecting indemnification demands, responding to defense tenders, or drafting coverage denial correspondence.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/tender-denial
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	insurance
language	en
tags	["drafting","letter","litigation"]

Tender Letter Denial

Draft a formal denial of a tendered defense/indemnification demand that builds a defensible record for potential coverage litigation.

Prerequisites

Collect before drafting:

1. Tender letter — demand being denied, with date and sender
2. Governing agreement — contract, policy, or lease containing the indemnification provision
3. Underlying complaint/claim — allegations, parties, damages, legal theories
4. Supporting evidence — correspondence, reports, expert opinions, photos bearing on indemnity scope
5. Client info — full legal name of denying party and counsel details

Quick Start

1. Gather all prerequisites above
2. Identify delivery method per contractual notice requirements
3. Draft letter sections in order below
4. Build multiple independent denial grounds (position survives if one fails)
5. Run checks before finalizing

Letter Sections

1. Header & Denial Statement

• Letterhead, date, addressee (per tender letter signer), delivery method per contract
• Re: line with case caption, claim/contract/policy number, date of loss
• Identify counsel and client; acknowledge tender receipt by specific date
• State denial unambiguously: "This letter constitutes [Client]'s formal denial of your tender of defense and indemnification dated [date] in the matter of [caption]."

2. Substantive Analysis

Quote the exact indemnification language, then address applicable grounds:

Ground	Focus
Scope exclusion	Claim outside "arising out of" / "caused by" / "in connection with" language per jurisdiction
Indemnitee's own negligence	Sole/active negligence or willful misconduct excluded by provision or public policy
Causal break	Indemnitee's independent acts sever causal chain
Specific exclusions	Match allegations to carve-outs (IP, employment, environmental, E&O, law violations)
Anti-indemnity statutes	Provision unenforceable under applicable statute — VERIFY for jurisdiction
Control/responsibility