got a demand letter from former vendor, how do I respond without escalating?

i run a small ecomm store. fired a marketing agency in feb because their lead quality was terrible and they kept missing deliverables. paid through january, terminated per the 30-day clause in the MSA. yesterday i got a real-looking demand letter from their attorney claiming i owe $14,200 for "minimum spend commitment" through june.

i don't recall agreeing to any minimum spend. they're saying it's in the SOW exhibit B. i'm digging through my docs but i'm freaking out a little. how do i respond without making things worse?

step 1: do nothing for 24-48 hrs. don't reply yet. don't email them. don't admit anything.

step 2: pull out every PDF, signed page, email about that contract. find exhibit B and READ it. is the minimum spend actually there? was it signed?

step 3: write a calm response acknowledging receipt, disputing the underlying claim with specific reference to facts (e.g. "the MSA section X allows termination for material breach, which we exercised"), and proposing a discussion. NEVER send a hostile reply.

also, minimum spend commitments are notoriously hard to enforce when the vendor was actually breaching SLAs. their leverage is largely the threat of suit, but a "missing deliverables" defense is real.

document EVERY missed deliverable, every late deliverable, every quality issue you raised in writing. that's your counterclaim if this goes to court.

Adding a bit more structure:

A demand letter is the start of a negotiation, not a verdict. Three core decisions: (1) is the underlying claim valid (read the contract carefully), (2) what's your strongest defense (their material breach is your discharge), (3) what's the cost-benefit of fighting vs. settling.

A proper response letter does three things: acknowledges receipt without admission, asserts your defense with specifics, and either (a) offers a small settlement to close the matter, or (b) demands they substantiate before further engagement. Tone matters, calm and factual makes them less inclined to file.

Informational only.