Flat fees sound simple. But what happens if the legal work ends up being more—or less—than what you originally planned?

That’s one of the most important questions you can ask when hiring a lawyer under a fixed-fee arrangement. Because while flat-fee billing offers clarity, it still depends on one thing: a clearly defined scope of work.

So what happens when that scope shifts?
Here’s what to expect—and how to stay in control when it does.

Why Flat Fees Depend on Scope

A flat fee works when both the client and the lawyer understand, up front, what the work will include. That understanding—typically formalized in a written engagement letter—defines the task, the deliverables, and the price.

This isn’t just a matter of good business. It’s a professional obligation.
Under Rule 1.2(c) of the ABA Model Rules of Professional Conduct, “a lawyer may limit the scope of the representation if the limitation is reasonable under the circumstances and the client gives informed consent.”
(ABA Model Rule 1.2(c))

In plain English: the lawyer has to define the limits of the flat fee—and the client has to understand and agree to them.

When the Work Changes

Legal work isn’t always predictable. A document that seems standard might turn out to have unusual clauses. A deal that looks simple may evolve as the parties negotiate. A client may ask for additional help—like a follow-up call or a document review—after the flat-fee work has been completed.

These changes don’t mean anyone did something wrong. But they do change the job. And when the job changes, the flat fee may no longer apply.

For example, imagine I agree to review a SAFE agreement for a $10,000 investment. That’s a good flat-fee fit—standard document, clearly scoped. But then the founder sends a revised draft with new terms. Next, they propose a side letter. Now the client wants help negotiating the cap or adding a liquidation preference.

At that point, we’re no longer in “standard review” territory. We’ve entered advisory and negotiation work. The original flat fee didn’t include that—and ethically, I need to pause and re-scope the job.

Under ABA Rule 1.5(b), “a lawyer shall communicate to the client the basis or rate of the fee… before or within a reasonable time after commencing the representation.” When the work changes, I’m required to stop and explain how it affects the original fee. That protects the client and keeps the relationship honest.

What Happens If the Scope Shrinks?

Sometimes the opposite happens. A client hires me to do three things, but then we learn that only one of them is necessary. Or the deal falls through before the work even begins.

In those cases, I refund the difference. If I didn’t do the work, I don’t bill for it. That’s not a gesture—it’s policy. The flat fee reflects real scope. If that scope shrinks, the fee should too.

This isn’t just a personal practice. It reflects the ethics of the profession. For example, the State Bar of California has explained that if a flat fee is unearned, it must be refunded.
(California Formal Opinion 2015-1)

How Clients Can Stay in Control

The best way to avoid scope confusion is to ask early.

If you’re working with a lawyer under a flat fee, ask what’s included—and what isn’t. Ask what happens if the project grows, or if your needs change midway through. A good lawyer won’t be annoyed by those questions. They’ll be relieved—because it means expectations are aligned.

And if something changes after the work starts, a good lawyer will flag it before charging anything extra. That’s how trust works: in the moment, not after the invoice.

Bottom Line

Flat fees bring welcome clarity to legal pricing—but only when the job is clearly defined. When the scope expands, a responsible lawyer will stop, explain, and quote the next step. When the scope contracts, they should refund what you didn’t need.

It’s not about nickel-and-diming. It’s about keeping legal services aligned with reality.

That’s how I run my practice. And that’s how I believe flat fees should work.

Have a matter you think might qualify for flat-fee pricing?
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