| 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:
- Tender letter — demand being denied, with date and sender
- Governing agreement — contract, policy, or lease containing the indemnification provision
- Underlying complaint/claim — allegations, parties, damages, legal theories
- Supporting evidence — correspondence, reports, expert opinions, photos bearing on indemnity scope
- Client info — full legal name of denying party and counsel details
Quick Start
- Gather all prerequisites above
- Identify delivery method per contractual notice requirements
- Draft letter sections in order below
- Build multiple independent denial grounds (position survives if one fails)
- 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 |
