By the Templateez Team · Licensed Attorney · June 2026

Commercial Litigation Intake Forms: What to Capture When a Business Dispute Walks in the Door

A business owner sits down across from you and says, "My partner is stealing from the company." Or: "Our vendor breached the contract and we lost a six-figure deal." Or: "A competitor is using our trade secrets." Each of these is a different cause of action with different elements, different statutes of limitations, different damages theories, and different procedural considerations. And the clock is already running on all of them.

Commercial litigation intake is not a general-purpose client information form. It is a structured diagnostic that determines whether you have a viable claim or defense, what court you belong in, what deadlines you face, and what documents need to be preserved before anyone hits delete. A commercial litigation intake form that captures these details at the first meeting saves the kind of time that, in litigation, translates directly into money — both yours and your client's.

Dispute type: classifying the claim before you draft the complaint

The first task at intake is identifying what kind of commercial dispute you are looking at. This is not a formality — the dispute classification drives your elements analysis, your statute of limitations calculation, your damages theory, and your forum strategy. Commercial litigation covers a wide range of causes of action, and many disputes involve more than one:

• Breach of contract — the most common commercial claim. Your intake needs to identify the specific contract, the specific provisions allegedly breached, the nature of the breach (anticipatory, material, partial), and whether performance conditions were met.
• Partnership and LLC disputes — deadlock, breach of fiduciary duty, self-dealing, wrongful exclusion, failure to distribute profits. These often involve claims between co-owners who are still operating a business together, which creates unique injunctive relief and receivership considerations.
• Business torts — tortious interference with contract, tortious interference with prospective economic advantage, fraud, negligent misrepresentation, conversion. Each has distinct elements and proof requirements that differ from a breach of contract theory.
• Fraud and fraudulent inducement — requires specificity at the pleading stage (who said what, to whom, when, how it was false, how the plaintiff relied on it). Your intake should capture these specifics because you will need them for a complaint that survives a motion to dismiss under heightened pleading standards.
• Unfair competition — Lanham Act claims, state unfair business practices statutes, deceptive trade practices. These often run parallel to common-law fraud claims but carry different remedies, including statutory damages and attorneys' fees.
• Trade secret misappropriation — under the Defend Trade Secrets Act (federal) or state Uniform Trade Secrets Act. Your intake must identify the alleged trade secret with specificity, the reasonable measures taken to protect it, and the manner of misappropriation (acquisition, disclosure, or use). Vague descriptions of proprietary information will not survive a motion to identify.
• Shareholder derivative actions — claims brought on behalf of the corporation against officers, directors, or controlling shareholders. These have procedural prerequisites — demand on the board or demand futility — that must be assessed at intake, not after you file.

Parties and entities: who sues whom, and in what capacity

Party identification in commercial litigation is more complex than in most other practice areas. The client is often a business entity, and the opposing side may be a web of related companies, individual officers, and alter egos. Getting this wrong — suing the wrong entity, missing a necessary party, or failing to identify an alter ego claim — can be fatal to the case.

• Client entity type and formation — corporation, LLC, partnership, sole proprietorship, joint venture. Obtain the formation documents, operating agreement or bylaws, and confirm the entity is in good standing in its state of formation. A dissolved or suspended entity may lack capacity to sue.
• Authority to retain counsel — who within the organization has authority to engage you? A corporate officer, a managing member, a board resolution? In partnership disputes and derivative actions, this question is not academic — the opposing side will challenge standing and authority early.
• Opposing parties — full legal names of all entities and individuals. Do not accept "the other company." You need the exact corporate name, state of formation, registered agent, principal place of business, and the names and titles of the individuals involved. These are the facts that determine personal jurisdiction.
• Alter ego and veil-piercing — if the opposing entity is thinly capitalized, commingling funds, or operated as the personal instrumentality of an individual, you may need to pierce the corporate veil to reach the principal personally. Your intake should capture any facts suggesting alter ego: shared offices, commingled bank accounts, failure to observe corporate formalities, undercapitalization, use of the entity as a mere shell.
• Related entities and affiliates — parent companies, subsidiaries, and affiliates that may be proper parties or necessary parties under the applicable joinder rules. A contract with a subsidiary may create liability for the parent under agency or guaranty theories.

The contract at issue: terms, performance, and breach

In any contract-based commercial dispute, the contract itself is the center of the case. Your intake form should capture the essential contract details that will drive the analysis:

• Contract identification — written or oral? If written, obtain the fully executed copy, all exhibits, schedules, and amendments. If oral, document the terms as your client understands them: who agreed to what, when, and in whose presence.
• Key terms — consideration, scope of obligations, performance milestones, payment terms, deliverables, warranties, representations, and conditions precedent.
• Performance history — what did your client do under the contract? What did the other side do? Where did performance diverge from the contract terms? This is the factual foundation of the breach claim, and your intake should capture it in chronological detail.
• Breach specifics — the particular acts or omissions that constitute the breach. "They didn't do what they said they would" is not sufficient. You need dates, communications, deliverables that were late or deficient, payments that were missed, and representations that turned out to be false.
• Damages theory — what is the client's damages model? Expectation damages (benefit of the bargain), reliance damages (out-of-pocket costs), restitution (unjust enrichment), or some combination? The damages theory should be outlined at intake because it shapes the discovery plan, the expert retention timeline, and the settlement posture.

Disputes involving construction contracts require the same contract analysis but add layers of complexity — mechanic's lien deadlines, bonding requirements, and multi-party subcontractor chains that create additional procedural traps. When a commercial dispute triggers a claim under a CGL, D&O, or professional liability policy — or when the carrier denies coverage or issues a reservation of rights letter — the litigation spawns a parallel insurance coverage and defense matter that requires its own intake capturing policy identification, coverage triggers, tender mechanics, and bad faith considerations.

Statute of limitations: the deadline that kills cases

No intake field matters more than the date the cause of action accrued. A meritorious claim with an expired statute of limitations is worthless, and in commercial litigation, the limitations period varies by claim type, by jurisdiction, and by whether equitable doctrines extend or shorten the deadline:

• Accrual date — when did the breach or tortious conduct occur? When did the client know or should have known about it? The discovery rule can extend accrual in fraud cases, but you must document the facts that support delayed discovery.
• Applicable limitations period — breach of written contract (typically 4-6 years depending on the state), breach of oral contract (often shorter), fraud (usually 3-6 years with a discovery rule), tortious interference (2-3 years in many jurisdictions), trade secret misappropriation (3 years under DTSA). Your intake should identify the claim and the jurisdiction so you can calculate the deadline immediately.
• Tolling doctrines — fraudulent concealment, continuing wrong, equitable estoppel, minority or incapacity. If the client's claim appears time-barred on its face, your intake should capture facts that support tolling before you decline the case.
• Contractual limitations periods — some commercial contracts contain clauses shortening the statute of limitations to one year or even six months. These are generally enforceable. If the contract at issue has such a clause, you need to know at intake, not when opposing counsel raises it in a motion to dismiss.
• Relation-back — if you anticipate amending the complaint to add parties or claims, assess whether the amendment will relate back to the original filing date under the applicable rules. This analysis starts at intake.

Damages quantification: what is the case worth

A client who says "they cost us millions" needs to back that up with a provable damages model. Your intake should begin the damages analysis — not to lock in a number, but to determine whether the case has sufficient economic value to justify the cost of litigation:

• Lost profits — the most common commercial damages theory and the most heavily contested. You need the client's financial records, historical revenue, projected revenue, and an explanation of how the defendant's conduct caused the shortfall. Lost profits must be proven with reasonable certainty, not speculation.
• Consequential damages — damages that flow from the breach but are not the direct benefit of the bargain. Lost business opportunities, reputational harm, loss of key employees or clients. These are recoverable only if they were foreseeable at the time of contracting — and many commercial contracts contain consequential damages waivers that you need to identify at intake.
• Punitive damages — available in fraud and certain tort claims, not in pure breach of contract actions in most jurisdictions. If the client's facts support punitive damages, the case valuation changes significantly — but so do the pleading requirements, and some states require a separate motion for leave to plead punitive damages.
• Specific performance and injunctive relief — in cases involving unique goods, real property, or ongoing conduct (trade secret use, covenant violations), the client may want equitable relief rather than or in addition to money damages. Injunctive relief requires showing irreparable harm — document the facts supporting that at intake.
• Mitigation — what has the client done to mitigate damages? A failure to mitigate will reduce or eliminate the recovery. Capture the mitigation facts at intake so you are not surprised by them in discovery.

Document preservation: the litigation hold starts now

The duty to preserve relevant evidence arises when litigation is reasonably anticipated — and by the time a client walks into your office for an intake meeting, litigation is reasonably anticipated. Your intake form should initiate the preservation process:

• Key custodians — which individuals within the client's organization have documents, emails, text messages, or other communications relevant to the dispute? Name them at intake. A preservation obligation that does not identify custodians is not a real preservation obligation.
• ESI sources — email systems (Office 365, Google Workspace), messaging platforms (Slack, Teams, WhatsApp), cloud storage (Dropbox, Google Drive, SharePoint), accounting systems, CRM databases, project management tools. Each is a potential source of discoverable material.
• Retention policies — does the client have an auto-delete policy on emails? A document retention schedule? These need to be suspended immediately for the relevant custodians and data sources. Spoliation sanctions are career-defining problems — the intake is where you prevent them.
• Physical documents — contracts, correspondence, invoices, checks, handwritten notes. Where are they? Who controls them? Are any at risk of being discarded?

A proper litigation hold letter should go out within days of intake. Your intake form captures the information you need to draft that letter.

Forum selection: where this case gets filed

Forum selection in commercial litigation is a strategic decision, not a default. Your intake should capture the facts that drive the analysis:

• Forum selection clause — does the contract specify a forum? These clauses are generally enforceable, and ignoring one invites an early motion to dismiss or transfer that puts you on defense before the case begins.
• Arbitration clause — does the contract require arbitration? If so, your court filing may be stayed or dismissed pending arbitration. Identify arbitration clauses at intake and assess whether they are enforceable, unconscionable, or subject to waiver based on the opposing party's conduct.
• Class action waiver — increasingly common in commercial contracts, particularly vendor agreements and franchise agreements. If the client's claim is one of many similar claims, a class action waiver changes the litigation strategy entirely.
• Jurisdiction and venue — personal jurisdiction over the defendant (general or specific), subject matter jurisdiction (state court, federal diversity, federal question), and venue (where the claim arose, where the defendant resides, where the contract was performed). Your intake should capture the facts — defendant's state of incorporation, principal place of business, and the location of the relevant conduct — so you can make the forum decision before you draft the complaint.

Insurance coverage: who else might be paying for this

Insurance coverage analysis is frequently overlooked at intake, and that is a mistake. Whether your client is the plaintiff or the defendant, insurance may be relevant:

• CGL (Commercial General Liability) — may cover certain tort claims, advertising injury, or property damage arising from the dispute. Coverage depends on whether the claim falls within the policy's insuring agreement and whether exclusions apply.
• D&O (Directors and Officers) — relevant in shareholder derivative actions, breach of fiduciary duty claims, and securities-related disputes. If the client's officers or directors are being sued personally, a D&O policy may provide both defense costs and indemnity.
• E&O (Errors and Omissions) / Professional Liability — if the dispute arises from professional services rendered by the client, E&O coverage may apply. This is common in disputes involving accountants, consultants, architects, and technology service providers.
• Tender of defense — if the client is a defendant and has applicable coverage, the insurance carrier should be notified promptly. Late notice can be a coverage defense. Your intake should capture the policy information and trigger the notice process.
• Opposing party's insurance — if you are suing a business, its liability coverage may be the actual source of recovery. Particularly in tort claims, the defendant's ability to pay a judgment is only as strong as its coverage and capitalization.

Prior demand and negotiation history

By the time a business dispute reaches a litigator's desk, there is almost always a history of attempted resolution. That history matters — both for understanding the dispute and for potential admissibility and settlement posture issues:

• Demand letters — has the client sent or received a demand letter? Obtain copies. The content of a pre-litigation demand establishes the client's theory and the opposing party's response, and may affect the calculation of pre-judgment interest.
• Negotiation history — were there settlement discussions? Mediation? Informal resolution attempts? Document the timeline, the participants, and the outcome. While settlement communications may be protected under Rule 408 or its state equivalents, the fact that negotiations occurred and failed is relevant to the litigation strategy.
• Related proceedings — is there a pending arbitration, a regulatory investigation, a bankruptcy proceeding, or a parallel action in another jurisdiction involving the same parties or the same subject matter? Related proceedings create stay risks, preclusion issues, and strategic considerations that must be identified at intake. When commercial litigation leads to — or is complicated by — an opposing party's insolvency, the intake needs shift toward the considerations covered in the business bankruptcy intake guide, including automatic stay implications, preference exposure, and proof-of-claim deadlines.

If the dispute involves the formation, governance, or dissolution of a business entity, the analysis overlaps with corporate formation intake — operating agreements, shareholder agreements, and formation documents become central exhibits, and the entity's internal governance history may determine standing and authority.

Building the case from the first conversation

A commercial litigation intake form is not a checkbox exercise. It is the diagnostic framework that tells you whether the case is viable, what it is worth, what deadlines you face, and what preservation obligations attach immediately. Every field on the form corresponds to a decision you will have to make in the first two weeks of the engagement — accept or decline, file or demand, state or federal, injunction or damages, hold or produce.

The firms that win commercial cases are the firms that start organized. A structured intake captures the facts that drive the strategy, identifies the risks that drive the fee agreement, and documents the preservation obligations that protect both the client and the firm from sanctions. That work starts in the first meeting, and it starts with the right form.

If you handle business disputes across multiple practice areas, the Legal Bundle includes 38 legal practice categories, each with litigation-specific intake fields tailored to that area of law.