A reply to a legal notice is a written response, usually sent through an advocate, that answers each paragraph of the notice: admitting what is true, denying what is not, and setting out your own version with documents. It should be sent within the time the notice gives (often 15 days), state any counter-claim, and reserve your rights.
The reply format
[ADVOCATE NAME], Advocate
[OFFICE ADDRESS] | [PHONE] | [EMAIL]
Date: [DATE]
BY REGISTERED POST AD / SPEED POST AND EMAIL
To,
[ADVOCATE WHO SENT THE NOTICE]
[ADDRESS]
(Counsel for [NOTICE SENDER NAME])
Subject: Reply to your legal notice dated [NOTICE DATE] issued on behalf of [NOTICE SENDER NAME]
Sir/Madam,
Under instructions from and on behalf of my client, [YOUR CLIENT / BUSINESS NAME], [ADDRESS] ("my client"), I reply to your notice dated [NOTICE DATE], received by my client on [DATE OF RECEIPT], as follows:
1. At the outset, all statements and allegations in the notice are denied except those specifically admitted below. Nothing in the notice shall be deemed admitted for want of specific denial.
2. Contents of paragraph [1] are a matter of record. [Or: are admitted to the extent that ...]
3. Contents of paragraph [2] are denied. The true facts are: [STATE YOUR VERSION BRIEFLY, WITH DATES].
4. In reply to paragraph [3], it is denied that any amount of Rs [AMOUNT] is due. [Give the reason: goods were rejected vide letter/email dated [DATE]; quantity short-supplied as recorded in GRN no. [GRN NO.]; payment of Rs [AMOUNT] already made on [DATE] vide UTR [UTR NO.]; rates charged are contrary to PO no. [PO NO.]; etc.]
5. [Counter-claim, if any: On the contrary, your client owes my client Rs [AMOUNT] towards [DEBIT NOTE / DAMAGES / ADVANCE], details of which are enclosed.]
6. [Without prejudice, if any amount is admitted: My client is ready to pay the admitted sum of Rs [AMOUNT] upon [CONDITION, e.g. receipt of credit note no. ... / reconciliation of accounts].]
7. In view of the above, the demand raised in the notice is unjustified and your client is called upon to withdraw it. Any proceedings initiated will be defended at your client's risk as to costs.
8. This reply is without prejudice to my client's rights and remedies, all of which are expressly reserved.
[SIGNATURE]
[ADVOCATE NAME], Advocate
For [YOUR CLIENT / BUSINESS NAME]
Enclosures: [LIST OF DOCUMENTS RELIED ON]How to fill it
- Number the notice's paragraphs and reply to each one in order. Use "matter of record", "admitted" or "denied" for each, then give your facts.
- Write the date you received the notice. It matters for any statutory clock.
- Back every denial with a document: GRN, rejection email, debit note, payment UTR, PO rate, or a ledger extract.
- State a counter-claim only if you can prove it. An invented counter-claim damages credibility.
- If part of the amount is genuinely due, say so. Courts and councils notice when a party disputes everything.
Common mistakes
- Replying emotionally or with general denials ("all allegations are false") and no facts.
- Raising a quality or quantity dispute for the first time months after accepting goods without complaint. A dispute that appears only after a notice is weak.
- Admitting liability by accident, for example by writing "we will pay once our customer pays us".
- Ignoring a cheque bounce notice and only replying. Under Section 138 the drawer must pay within 15 days of receipt to avoid a complaint.
- Replying to the client directly when the notice came from an advocate. Reply to the advocate, with a copy to the client if you like.
For suppliers: reading the reply you receive
If you sent the legal notice and received a reply like this, read it with your advocate. A reply that admits part of the dues, or that raises a dispute never mentioned before, is useful: the first can support a quicker settlement, and the second can be shown to be an afterthought. A reply also confirms the address is correct.
If you have not yet sent a notice, see legal notice for payment. A FundRaksha advocate can review a reply and advise whether to proceed through a civil suit, the MSE Facilitation Council or another route. Start with a free consultation; FundRaksha has worked with 1,000+ businesses on payment disputes.
Last reviewed: 2026-10-20. Information for Indian businesses; not legal advice.