Cease and Desist Letter: What to Do if You Receive One

If you receive a cease and desist letter, the first question you will, of course, have is: What do you do?

And the answer, needless to say, is: Respond to it! The one thing to understand up front is that ignoring such a letter is just about the worst course of action you can take (because other, even worse, actions will surely be forthcoming if you do.)

But this really begs the question, what is the best way to respond? And that is the purpose of this article—to share with you the importance of the situation you are likely in when receiving a cease and desist letter (a type of demand letter) and to outline which of various possible responses is best.

To do that, it first helps to understand just what a cease and desist letter is because knowing that will begin to help you formulate an appropriate response.

What is a Cease and Desist Letter?

 A cease and desist letter is a document that warns individuals or businesses to stop certain actions detailed in the letter. 

But note: It’s not a formal legal document per se like one would expect to see in a court proceeding; it is not “enforceable” per se. All it is really a threat. Will they follow through on the threat? Probably, especially if you ignore the letter, but by itself, it is a lot of sound and fury signifying nothing until the sender decides to take further action.

Cease and Desist Response Template

There's a whole lot to say on this topic, but if you want to draft your own letter ASAP, here are some templates you can use. You'll typically accept or deny the allegations, and either response can be short, simple, and to the point.

Denying the Demands

Here's a customizable template you can use to push back on the other party. Just click "Make a copy" to start editing your own.

Dear Mr. Raphael,

I am writing in response to your cease and desist letter dated June 1, 2023. I, John Jones, reject the claims made by you regarding our contract dated September 15, 2022.

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That contract states I am forbidden from buying apples from any of your competitors for two years.

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While I agree that I have been buying apples from Produce Wholesaler, I reject your assertion that they are a competitor of yours.

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As such, I am not in breach of our contract and thus will continue to buy apples from Produce Wholesaler going forward.

Sincerely,

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John Jones, Jones Market

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Accepting the Demands

Here's a customizable template you can use to agree to the other party's demands. Just click "Make a copy" to start editing your own.

Dear Mr. Raphael,

I am writing in response to your cease and desist letter dated June 1, 2023. I, John Jones, accept the claims made by you with regard to our contract dated September 15, 2022. 

That contract states I am forbidden from buying apples from any of your competitors for two years. 

I agree that I have been doing so (because I found apples at a lower price) but agree that our contract forbids me from doing that. Therefore, I will only be buying apples from you until our contract concludes on September 15 of this year, 2023.

Sincerely,

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John Jones, Jones Market

And now that we've looked at some templates, let's go into all you need to know about these types of letters and what to do if you get one (hint: hiring a lawyer is a good move rather than DIY-ing it.)

Types of Cease and Desist Letters

Cease and desist letters are used in various legal disputes and can be sent to individuals, established businesses, startups, you name it. 

Most commonly, these sorts of demand letters are for:

• Debt collection: The letter can be from a creditor, demanding you pay the debt (cease not paying), or it could also be from a debtor, demanding that a creditor cease attempts to collect on the debt.
• Non-compete or non-solicitation agreement violations: When an individual or a business breaches the terms of a non-compete or non-solicitation clause or agreement, the affected party can utilize a cease and desist letter to demand you stop that specific violation and/or do what they ask to prevent alleged further harm.
• Copyright and trademark infringement, patent violation, and other alleged intellectual property (IP) violations: In cases where someone uses copyrighted material, trademarks, or engages in patent infringement without proper authorization, the affected party can send a cease-and-desist letter to prevent further misuse and thereby protect their intellectual property rights. (This letter can also be filed with the United States Patent and Trademark Office at USPTO.gov.)
• Defamation: If false statements, either written (libel) or oral (slander), are being spread about an individual or business, a cease and desist letter can be sent to the offending party demanding that the defamatory speech stop immediately.
• Breach of contract: Finally, another common situation where a demand letter is employed is when one party allegedly fails to fulfill their obligations under a contract (either written or oral). If so, the aggrieved party can send a cease and desist letter to the breaching party prior to filing suit as a way to hopefully get the other side to fix the problem before the situation gets further out of hand.

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Elements of a Typical Cease and Desist Letter

A well-crafted cease and desist letter typically includes the following components:

• Identification of the parties: The letter will start out by explaining who the aggrieved party is, who the accused party is, their relationship, and the agreement in question (a trademark owner and licensee, for example).
• Description of the misconduct: The letter will typically outline the actions or behaviors that are deemed unlawful or infringing in the view of the sender/ aggrieved party.
• Explanation of alleged violation: Here, the letter explains how the misconduct violates the rights of the sender. By highlighting the basis for the claim, the sender makes the recipient aware of the problem and the need to, well, cease and desist the infringing behavior. This section is key for any defense you may have. If you have not acted as the letter alleges, or the rights asserted are not accurate, you likely have a solid defense.
• Demand: The cease and desist letter will explicitly demand that the recipient promptly stop the affronting misconduct. This section emphasizes the urgency and seriousness of the matter.
• Warning of further legal action: To further convey the sender’s serious resolve, the letter will usually state that if the misconduct persists, the sender will pursue further legal action to protect their rights. This serves as a final opportunity for the recipient to rectify their behavior before facing more severe legal consequences.

As you can see, the point of the letter is to put the “fear of God” into you. It is designed to make you see that the smart course of action would probably be to do what the letter suggests because further (and worse) legal action will be forthcoming if you continue. 

Your defense after reading the letter should start to become clear. It could be that the rights asserted by the sender are not what they say. Or it could be that you are not doing what they allege. Or maybe you are, and maybe you need to stop.

While you might be tempted to fire off a response, the smarter course is not to do so. Read on to see why.

What If I Receive a Cease And Desist Letter? 

It is important to understand up front that receiving such a demand letter can either be good news or bad news. 

The good news, if any, is that when the other side resorts to such a letter as a first salvo, that often means that they actually may be less interested in further legal action. After all, if they were going to sue, they would have sued.

That said, the opposite may also be true because a cease and desist letter can alternatively be seen as just a first move in the litigation process; that is, it can be viewed as a way to show a judge or jury down the road that the offended party offered to amicably resolve the matter. So, what do you do exactly?

Take a Deep Breath

‌The first thing to do, of course, is to take a deep breath, read the letter carefully, make notes of the allegations contained therein, note your responses as to where you agree or disagree, and compose yourself.

Then Hire a Lawyer

The best thing you can do is get the names of some good lawyers and begin to learn about your options and legal rights. Why? There are times when you can handle certain legal matters yourself—for example, when executing a basic will or forming an LLC—but this is probably not one of those times. 

If someone has sent you a letter penned by a lawyer, it would behoove you to respond in kind. (That said if you want to respond on your own for whatever reason, a template for how to do that can be found above.)

So, instead of DIY law, you need to go interview a few lawyers and hire one. You want an attorney who is experienced in the type of law that your dispute is centered around and has experience litigating these kinds of cases.

Why? Because ironically, your best chance of not litigating is by arming yourself with a competent attorney who could legitimately threaten litigation if need be. Huh? 

That’s right. It’s like that old saying, “Walk softly and carry a big stick.” Your litigation lawyer is your big stick. It is a legitimate threat of a lawsuit from you that will make the other side think twice and even potentially cave. 

And Carefully Explain the Facts

You and your attorney will sit down and go over the facts. If there is a contract at issue, you will furnish it to your lawyer and review it with them. Whatever the issue is at hand, it will be your job to carefully explain the facts to your counsel and why you think you are right (if you do).

What Not To Do

Three things you do not want to do: 

• Get hot-headed and shoot off an email or letter or post something on social media: You may be tempted to do just that, but it can only complicate your situation. 
• Do not ignore the cease-and-deist: The letter itself will demand a response, and not responding will not only antagonize the other side but it will also invite a harsher response.
• Do not respond with a phone call: Your response needs to be in writing for it to carry any weight.

How to Respond to a Cease and Desist Letter

The lawyer and law firm you hire will have plenty to say about how you should respond. That is why you hired them—to get solid legal advice. That said, essentially, you will have four options upon receipt of the letter:

1. Agree to cease actions: You can agree, and agree in writing, not to undertake the harmful actions any longer. This is the cleanest course of action and should end the dispute.
2. Disagree: You can disagree in writing and state that you have every right to do what you have been doing. This will likely invite that lawsuit we keep mentioning.
3. Negotiate: You can partially agree and partially disagree and look to negotiate a settlement that allows you to do at least part of the disputed action. Negotiations are tricky things because it takes two adversarial sides to agree. If it works, your lawyer and theirs will create a settlement agreement describing the legal obligations of both sides and structuring what sort of actions will and will not be acceptable moving forward.
4. Mediation: If the two sides cannot come to a solution but both wish to avoid costly ligation, they can enter into some sort of binding mediation or arbitration, where a neutral third-party resolves the dispute in an expedited manner.

A Decisive Response Works Best

Whether you respond on your own or a lawyer responds for you, the key is to be clear and forceful. 

You want the other side to know you know your rights, have made a carefully considered decision in response to their letter, and are acting accordingly and decisively. 

That way, they will not only take you seriously, but they will also understand that their letter didn’t intimidate you. 

You got this!