What Salutation Should You Use in a Letter Agreement Sent to a Company?

[Updated 4 August 2017, 9:45 a.m. EDT]

Yikes! This is my second update to this post. (I inserted the first update below, in the original post.) In the past 24 hours I’ve considered this issue for the first time, proposed something new, then had readers drag me in another direction. I now happily bow to the logic of those who said I should get rid of the salutation. Here’s the current version of what I plan on putting in MSCD4:

If the recipient is an individual, use as a salutation Dear and the individual’s name. A salutation is standard in correspondence with an individual, and it would allow you to reflect the nature of the relationship: in a letter to Jane Doe, the salutation would presumably refer to Jane or Ms. Doe.

If the recipient is an entity, dispense with a salutation—it would be pointless to use a salutation such as Dear Acme Corporation, as we would know from the recipient address stated above the salutation that the recipient is Acme Corporation.

A traditional choice for a salutation to an entity would be Dear Sirs, but it suggests you’re writing to a group of individuals, it’s old-fashioned, and it’s gender-specific (see 17.10). Dear Sirs and Madams (or Mesdames) and Ladies and Gentlemen exhibit the first two of those problems. To whom it may concern suggests that you either don’t know to whom you’re sending the letter or don’t care.

[Original post]

I’m currently reviewing the first set of page proofs of the fourth edition of A Manual of Style for Contract Drafting. It’s going alarmingly smoothly. Besides checking the copy editor’s fixes and doing my own hunting for glitches, I’ve also been adding a few riders relating to stuff I’ve blogged about over the past couple of months. I expect that this post will allow me to generate the final such rider.

Chapter 19 (Letter Agreements) in the third edition contains the following:

If the recipient is a person, the salutation should refer to that person by name. If the recipient is an entity, the simplest salutation would be Dear Sirs, although it’s commonplace to use the name of the chief executive officer. (That person’s name would presumably be in the “Attention” line of the recipient’s address; see 19.6.) Although it’s best to avoid gender-specific drafting (see 17.10), the gender neutral alternatives to Dear Sirs are too awkward to use in this context. For example, Ladies and Gentlemen makes it sound as if one is writing to a group of individuals.

The problem with that is that Dear Sirs is not only gender-specific but also old-fashioned. So I sent out the following tweet:

Here’s a sample of the responses I received, some of them suitably of the wisenheimer sort:

But here are a couple that are close to where I ended up:

https://twitter.com/neil_neilzone/status/892825106317234176

The one shortcoming I see in Neil’s and Lawrence’s suggestion is that often your contact at the company isn’t the person who ends up signing on behalf of the company. I’d want to recommend a formula that works in all contexts.

[Updated 3 August 2017, 4:00 p.m. EDT]

OK, I’ve digested the tweets and the comments, and I’ve adjusted, for the following reasons:

The standard salutations are lame. I find even Dear cringe-inducing on those occasions—increasingly infrequent—when I use it. The Sir and Madam stuff is no better.

In this post as originally written, I avoided the generic salutation by referring to the individual to whom the letter is directed. But as A. Wright Burke notes, for consistency it would be better if the letter were addressed to the entity and the salutation referred to the entity. So I propose you use the following salutation for entities: To Acme Corporation. Boom.

But you could do without any salutation. The online world tells me that that’s an increasingly popular option. And it does seem rather silly to repeat Acme Corporation’s name just under Acme Corporation’s address. So use a salutation, don’t use it, I’m not sure I care. (You hear that, Jeff Wheeler?) I suspect that once I get used to the idea, I’ll get rid of the salutation. (Give me another couple of days!)

If the letter agreement is with an individual, go ahead and use Dear if you want, but To would work fine too. So would omitting the salutation.

And while we’re at it, let’s get rid of Yours sincerely and any other polite closing formula. I recommend keeping the concluding clause in long-form contracts, even though it serves no substantive function, so consistency might suggest that I should be in favor of keeping the polite closing formula in letter agreements. Nah—letter agreements are generally slighter documents, and Yours sincerely and its kin are too annoying.

So here’s my revised summary:

If the recipient is an entity, use a salutation with the format To Acme Corporation:. Or you could dispense with a salutation, as the recipient’s address makes it clear to whom the letter is directed.

A traditional choice for a salutation would be Dear Sirs, but it’s old-fashioned and gender-specific (see 17.10). And you’re not writing to a group of individuals. Dear Sirs and Madams (or Mesdames) and Ladies and Gentlemen exhibit the same problems. To whom it may concern suggests that you either don’t know to whom you’re sending the letter or don’t care.

If the recipient is an individual, use Dear, use To, or omit the salutation.

Don’t be surprised to see further movement on this.

[Original text]

So here we go:

If the recipient is an individual, the salutation should refer to that individual by name. If the recipient is an entity, the traditional choice would be Dear Sirs, but it’s old-fashioned and gender-specific (see 17.10). Ladies and Gentlemen is similarly old-fashioned, and it also makes it sound as if one is writing to a group of individuals. To whom it may concern suggests that you either don’t know to whom you’re sending the letter or don’t care. A better alternative would be to refer to the individual to whom the letter is directed—that individual’s name would presumably be in the “Attention” line of the recipient’s address (see 19.6). Because that individual might not be the one who will sign the letter agreement on behalf of the company, the closing sentence of the letter agreement (see 19.11) should reflect that by saying please have a copy of this agreement signed in the space provided below. That would be unobjectionable even if the specified individual is the one who will sign the letter agreement.

Any comments?

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.