The short answer
Read for four things: the scope of what is being done, how fees are calculated, how separate case costs are handled, and how either side can end the relationship. Anything promised in conversation but absent from the document should be added before you sign, not after.
01
Scope is the clause that matters most
The scope paragraph defines what the firm is agreeing to do — and by omission, everything it is not. Look for whether it names the specific matter, whether appeals or related proceedings are included, and whether it excludes work you assumed was part of the deal. Most fee disputes trace back to a scope description that was broader in the client's mind than on the page.
02
How the fee is calculated
For hourly work, the agreement should identify rates, who bills to the file, and the increment used. For a flat fee, it should describe exactly what the amount covers. For a contingent fee, the model rule that many states follow requires the writing to state how the fee is determined, including any different percentages for settlement, trial, or appeal, and how litigation and other expenses are deducted — and whether that deduction happens before or after the fee is calculated.
03
The advance payment and what happens to it
If you are paying money up front, the agreement should say what it is: an advance against future billing, or a fee for availability. It should also address where the money is held, how it is applied, whether you will be asked to replenish it, and what happens to any unused portion when the matter ends. Terms describing a payment as non-refundable deserve a direct question, because state rules on that language vary.
04
Costs, expenses, and third parties
Look for a separate section covering case costs — filing charges, records, transcripts, service, experts, travel. Confirm who advances them, whether you approve larger expenses in advance, whether interest applies, and how they appear on statements. In contingency matters, confirm whether you owe advanced costs if there is no recovery.
05
Communication and expectations
Better agreements say something about how the relationship will run: how often you will receive statements, how updates are delivered, expected response times, and what the firm needs from you. This section is easy to skim and is exactly where later frustration is prevented, because it converts assumptions into commitments.
- Does the scope name the matter, and what does it exclude?
- Are rates, increments, and billing staff identified?
- Where is any advance payment held, and how is it applied?
- Are costs described separately from fees?
- How can each side end the engagement, and what is owed then?
- Is anything from the consultation missing from the page?
06
Ending the relationship
Every agreement should address termination: how you can end it, when the firm may withdraw, what you owe on the way out, and what happens to your file. This clause matters most exactly when the relationship is not going well, which is when nobody wants to negotiate it. Read it while the relationship is still cordial.
07
Clauses worth asking about specifically
Arbitration or dispute resolution provisions, liens on any recovery, authorization to settle within a range, and consent to electronic communication all change how the relationship operates. None is automatically improper. All are worth understanding before signing, and a lawyer who is comfortable explaining each of them is demonstrating exactly the quality you are trying to assess.
08
Practical mechanics
Take the agreement away and read it somewhere other than the conference room. Ask for changes in writing rather than relying on a verbal assurance that a clause will not be enforced. Keep a signed copy, and keep every later amendment with it — a fee arrangement that changes mid-matter should be documented the same way the original was.
FAQ
Frequently asked questions
Can I ask for changes to a fee agreement?
Yes. These are contracts, and asking to clarify scope, adjust a payment schedule, or add something you were told verbally is an ordinary request. Whether a firm agrees is another matter, but the request itself is reasonable and how it is received tells you something useful.
Is a 'non-refundable' retainer allowed?
It depends on the state and on what the payment actually is. Rules distinguish between money advanced against future work and a fee for availability, and states differ in how they treat non-refundable language. Ask what the payment is for and what would happen if the matter ended early — the answer should be specific.
What if the work turns out to be bigger than expected?
That is common, and the agreement should say how it is handled: a defined trigger, a new written agreement, or notice before additional work begins. A change to the fee arrangement partway through a matter should be documented in writing, not absorbed into the next invoice.
Lawyer in Town publishes general legal information for consumers. It is not legal advice, it does not create an attorney-client relationship, and it cannot account for the facts of any individual situation. Laws, court procedures, filing deadlines, and outcomes differ by state and by court, and they change over time. Confirm anything that affects a decision with a lawyer licensed in the relevant jurisdiction.
Engagement agreement requirements, treatment of advance payments and non-refundable language, and rules on fee changes mid-matter are set by each state's rules of professional conduct.