When the Client Changes Their Mind

A Florida lawyer’s guide to late, shifting, and corrective instructions

How to keep a matter moving, protect your credibility, and stay within the rules when a client revises what they told you to say.

Every litigator and transactional lawyer knows the sequence.

A time-sensitive demand, offer, or deadline arrives. You send it to the client promptly and explain the choices. The client gives an instruction, and you carry it out. You communicate the position to opposing counsel, and the matter begins to move.

Then the follow-up arrives: “Actually, I have been thinking. Can you tell them we meant something different?” Or: “Do not send that yet.” Or the message that raises a different level of concern: “I forgot to mention something—and the number I gave you was wrong.”

The lawyer may have acted diligently and precisely as authorized. Even so, the lawyer must now determine whether the client’s position can still be changed, whether a correction is required, and what can truthfully be said to opposing counsel. In a legal community as connected as South Florida’s, the response also affects professional credibility.

This article addresses that moment. It focuses on Florida’s professional-conduct rules, ordinary settlement principles, proposals for settlement, and the duties that arise when facts—not merely negotiating positions—need to be corrected.

Why Clients Change Their Minds

Most reversals are not calculated efforts to create difficulty. Common causes include:

• Emotional processing lag. A client answers in the first emotional moment and thinks differently after the immediate pressure passes.
• Incomplete information. The client responds before locating a document, confirming a number, or remembering a relevant conversation.
• Third-party influence. A spouse, partner, accountant, insurer, or business advisor weighs in later.
• Leverage anxiety. Once an offer is sent, the client worries that the demand was too low or the concession too generous.
• A misunderstanding of legal effect. The client treats a communicated position as a draft even though it may constitute an operative offer, acceptance, representation, or discovery response.

That last category creates the most risk. Clients often think in terms of a continuing conversation. The law may treat a particular communication as a legal event. The lawyer’s job is to make that difference clear before the message goes out.

Start With the Allocation of Authority

Florida Rule of Professional Conduct 4-1.2(a) requires a lawyer to abide by the client’s decisions concerning the objectives of the representation and expressly provides that the client decides whether to settle a matter. The lawyer must reasonably consult with the client about the means used to pursue those objectives.

Rule 4-1.4 supplies the communication duties that make this allocation work. A lawyer must keep the client reasonably informed, reasonably consult about the means of accomplishing the client’s objectives, promptly comply with reasonable requests for information, and explain matters to the extent reasonably necessary for informed decisions. Rule 4-1.4(a)(5) also requires consultation when the client expects assistance that the professional rules or other law do not permit.

Technical and tactical choices often call for the lawyer’s professional judgment, but the objectives-versus-means distinction is not always clean. The comment to Rule 4-1.2 describes the relationship as a joint undertaking in many cases: the lawyer generally assumes responsibility for technical and legal tactics, while the client retains the decisions assigned to the client by law and rule. When disagreement develops, consultation—not a slogan about “who decides”—is usually the first step.

The important practical point is this: a client’s latest instruction controls only to the extent the client remains legally free to make that choice. A later change of mind does not automatically undo an acceptance, a binding settlement, a court filing, or another completed legal event.

The Timing Question: Where Did the Change Occur?

The most useful first question is where the new instruction arrived in the communication chain.

1. The change arrives before anything is communicated

This is usually straightforward. Incorporate the revised instruction, confirm that it is the final authorized position, and document it. Nothing has been communicated externally, so there ordinarily is no correction to make.

2. The change arrives after communication but before an effective acceptance

Act immediately, but do not assume every offer is governed by the same rule. Settlement agreements are interpreted under contract principles. The terms of the offer may prescribe the method and timing of acceptance, and the effectiveness of a revocation can depend on the communication method and the governing law. The Florida Supreme Court has explained that an offeror may dictate the manner of acceptance and, in the circumstances before it, that revocation was effective when received before acceptance. Kendel v. Pontious, 261 So. 2d 167, 170 (Fla. 1972).

The safe operational response is to call promptly, send a clear written withdrawal or modification through an authorized channel, obtain confirmation of receipt, and preserve the timing record. Do not rely on a vague request to “disregard” the earlier message. If the communication is a statutory proposal for settlement under Florida Rule of Civil Procedure 1.442, use the rule’s specific written-withdrawal procedure discussed below.

Be accurate with opposing counsel. A truthful correction usually needs little explanation: “Following further consultation, my client has changed position. Subject to any rights already accrued, the prior proposal is withdrawn and the revised position is as follows.” The qualification matters when enforceability has not yet been analyzed.

3. The change arrives after acceptance

At that point, the lawyer’s role shifts from adjusting the negotiation to advising about enforceability and options. A settlement requires mutual assent to its essential terms, and acceptance must comply with the offer. See Cheverie v. Geisser, 783 So. 2d 1115, 1118–20 (Fla. 4th DCA 2001). But when an authorized offer has been effectively accepted, a later change of heart does not itself erase the agreement.

The lawyer should promptly analyze the offer, the acceptance, any conditions, the authority of the participants, and any formal requirements that apply to that setting. The client needs a candid explanation of the likely enforceability, litigation risk, and available business solutions. The lawyer should not create a false account of events in an effort to unwind the agreement.

4. The communication was not authorized

This is a different problem. Florida law does not treat retention of counsel as implied authority to settle. The party seeking to enforce the settlement bears the burden of establishing assent, and an attorney’s settlement authority must be clear and unequivocal. Nehleber v. Anzalone, 345 So. 2d 822, 823 (Fla. 4th DCA 1977).

If a lawyer communicated terms the client did not authorize, the lawyer must assess the facts promptly, advise the client about possible consequences, correct any false or misleading statement, and consider whether independent advice is appropriate. Contemporaneous written confirmation of settlement authority is therefore more than an administrative preference; it is risk control for both lawyer and client.

For a statutory proposal for settlement, however, do not assume that a later assertion of missing authority or a drafting mistake automatically defeats an accepted proposal. In Suarez Trucking FL Corp. v. Souders, 350 So. 3d 38, 41–44 (Fla. 2022), the Florida Supreme Court distinguished acceptance from performance and applied the statutory offer-and-acceptance framework. In Neeld v. Combs, 403 So. 3d 439 (Fla. 5th DCA 2025), the majority rejected an attempt to unwind an accepted proposal based on the record before it; the dissent would have reached a different result. Counsel must analyze the governing district’s authority, the evidence of authorization, the statutory framework, and any available procedural relief rather than treating the ordinary-settlement rule as a guaranteed escape.

Florida’s Special Trap: Proposals for Settlement

Florida’s proposal-for-settlement procedure is not simply an ordinary settlement offer with a different caption. Section 768.79, Florida Statutes, and Rule 1.442 create a mechanism that can shift attorney’s fees when the statutory conditions are met and the judgment crosses the applicable threshold.

Several timing rules are especially important when a client changes course:

• Under Rule 1.442(f)(1), a proposal is deemed rejected unless a written notice of acceptance is delivered within 30 days after service.
• Oral communications do not constitute an acceptance, rejection, or counteroffer under the rule.
• For a proposal under section 768.79, also address the statute’s written-acceptance filing requirement. The rule speaks of delivery, while section 768.79(4) speaks of filing; do not assume that an informal email alone satisfies every applicable requirement. Rule 1.442(f)(1) excludes the additional time under Rule 2.514(b), and subdivision (f)(2) contains a special class-certification timing provision. Calendar the deadline under the applicable rules and the actual procedural setting.
• Under Rule 1.442(e), a proposal may be withdrawn in writing if the written withdrawal is delivered before a written acceptance is delivered. Once withdrawn, the proposal is void.

The sequence can turn on minutes. If a client directs withdrawal, prepare and deliver the written withdrawal immediately and preserve proof of delivery. An oral “hold off” call is not a substitute for the written withdrawal required by the rule.

The better practice is prevention. Before service, explain the 30-day acceptance period, the fee-shifting consequences, and the withdrawal mechanics in writing. A proposal for settlement should be treated as a deliberate litigation instrument, not as an opening conversational number.

Section 90.408, Florida Statutes, is also narrower than clients sometimes assume. It generally bars evidence of an offer to compromise a disputed claim—and conduct or statements in compromise negotiations—when offered to prove liability, absence of liability, or the claim’s value. It does not make settlement communications confidential for every purpose or categorically inadmissible in every context. Avoid promising the client that a changed negotiating position “can never be used.”

Candor Without Unnecessary Disclosure

Rule 4-4.1 prohibits a lawyer from knowingly making a false statement of material fact or law to a third person. Rule 4-8.4(c) separately prohibits conduct involving dishonesty, fraud, deceit, or misrepresentation. A correction cannot be disguised with a false explanation.

That means a lawyer should not say:

• “My client never said that,” when the client did.
• “It was a clerical error,” when it was not.
• “I lacked authority,” when the lawyer had authority but the client later changed position.

Accurate, restrained language is usually enough:

“Following further consultation, my client’s position has changed. The updated position is below.”

“I need to correct my prior communication. My client has instructed me to revise the proposal as follows.”

“My client has instructed me to withdraw the prior offer. This message is intended as written notice of withdrawal. Please confirm receipt.”

The last example should be used only when withdrawal remains legally available and should be adapted to any governing rule or contract term.

Rule 4-1.6 generally protects information relating to the representation. A lawyer ordinarily does not owe opposing counsel the confidential reasons for a client’s change of mind. Truthfulness does not require unnecessary disclosure, although Rule 4-4.1(b) can require disclosure of a material fact when necessary to avoid assisting a client’s crime or fraud and Rule 4-1.6 does not prohibit it.

Build an Instruction Protocol Before the Crisis

No system can prevent every reversal. A sound protocol can reduce their frequency and make the remaining problems easier to manage.

1. Set expectations in the engagement process

Explain that instructions may be acted on promptly; communicated offers or factual positions can have legal consequences; and the client must notify counsel immediately if information changes. The engagement letter should not declare every instruction “irrevocable.” Instead, it should explain that the client’s legal ability to revise an instruction may change once counsel or the other side acts.

2. Present decisions as decisions

For a meaningful settlement or business choice, identify:

• the decision and deadline;
• the available options;
• counsel’s recommendation and reasoning;
• the principal consequences of each option;
• any rule-based clock or limit on withdrawal; and
• the form of authorization needed.

A client who understands the consequences is less likely to treat the answer as provisional.

3. Require written confirmation for binding positions

For settlement amounts, material concessions, waivers, and statements that can create an obligation, obtain written confirmation whenever practicable. A concise confirmation can be enough: “To confirm, you authorize me to offer $X, payable within 30 days, in exchange for the stated release terms.”

Written confirmation is evidence of authority; it is not a substitute for clarity. Whether a particular email or text establishes clear authority remains fact-specific, especially if terms are incomplete or the communication is ambiguous.

4. Maintain an authority log

Record the date, time, channel, substance, and scope of each material instruction, together with later modifications. Preserve the source communication. A summary—whether prepared by a person or software—should not replace the original email, message, or file note.

5. Use a cooling-off window when time permits

If no genuine deadline requires immediate transmission, tell the client when the communication will be sent and allow a short period for correction. A modest pause can prevent a costly reversal.

6. Use conditional language only when it is true

“Subject to final client approval” is appropriate when approval is genuinely outstanding. It should not be used to create strategic ambiguity after full authority has been given. Misleading hedging can damage trust and, in a material setting, raise a Rule 4-4.1 issue.

When the New Information Is Factual, Not Strategic

A changed negotiating position and a newly discovered factual error are not the same. A wrong interrogatory answer, an omitted responsive document, or false deposition testimony can trigger procedural and ethical duties.

The current Florida duty to supplement

Rule 1.280(g), effective as part of Florida’s major civil-discovery amendments on January 1, 2025, now states the duty directly. A party that made a disclosure or responded to an interrogatory, request for production, or request for admission must timely supplement or correct the disclosure or response if the party learns that it is materially incomplete or incorrect and the corrective information has not otherwise been made known during discovery or in writing. A court may also order supplementation.

Rule 1.380(d) provides the principal enforcement mechanism. A party that fails to provide information or identify a witness as required by Rule 1.280(a) or (g) is not allowed to use that information or witness on a motion, at a hearing, or at trial unless the failure was substantially justified or harmless. Additional sanctions may also be available.

Other rules reinforce the point:

• Rule 1.280(k) requires counsel to sign disclosures and discovery responses and makes certifications based on a reasonable inquiry.
• Rule 1.340 requires interrogatory answers to be answered separately and fully in writing under oath and signed by the party, with objections signed by counsel.
• Rule 1.310(e) provides for witness review when testimony is transcribed, unless examination and reading are waived by the witness and the parties. Changes in form or substance must be listed in writing by the officer, with the witness’s reasons, and attached to the transcript. The rule addresses signing within a reasonable time after the transcript is provided; it does not condition review on a timely request by the witness. A transcript change can correct testimony, but it does not make the original answer disappear and may affect credibility.
• Section 57.105 addresses unsupported claims or defenses and improper-purpose litigation positions. It should not be described as the general sanction for every late discovery correction.

The ethical overlay

Rule 4-3.3 requires candor to a tribunal and reasonable remedial measures when a lawyer, the client, or the lawyer’s witness has offered material evidence that the lawyer later knows is false. The rule’s comment expressly recognizes that the duty can apply to deposition testimony. Rule 4-3.4 prohibits unlawfully obstructing access to evidence and intentionally failing to comply with a legally proper discovery request. Rule 4-1.2(d) bars counseling or assisting conduct the lawyer knows or reasonably should know is criminal or fraudulent.

The appropriate response is fact-specific, but the operating sequence is usually:

1. Determine exactly what is inaccurate, incomplete, or newly discovered.

2. Assess materiality and the governing procedural vehicle.

3. Advise the client promptly, in writing when appropriate, about the duty to correct and the risks of delay.

4. Serve the supplement, amended answer, errata, or other correction in the proper form and on the proper timetable.

5. Preserve the chronology, including when the error was discovered and when corrective action was taken.

Prompt correction is usually less damaging than discovered concealment. But the form of correction matters; do not assume that an informal email cures a verified discovery response or testimony already given.

When Reversal Becomes a Pattern

One reversal can be understandable. Repeated reversals can erode credibility, increase fees, weaken leverage, and make competent representation harder.

First, have a direct conversation about the cost and litigation consequences. Second, confirm the discussion in writing. Third, require written authorization for all material positions and use a defined transmission time. Fourth, evaluate whether the relationship remains workable.

Rule 4-1.16(b) permits withdrawal in specified circumstances, including when the client insists on action the lawyer considers repugnant or imprudent, when there is a fundamental disagreement, or when the client has rendered the representation unreasonably difficult. Withdrawal is not automatic. Rule 4-1.16(c) requires compliance with applicable law requiring notice or permission from the tribunal, and Rule 4-1.16(d) requires reasonable steps to protect the client’s interests. In pending litigation, court approval may be required.

Using AI and Technology Responsibly

Technology can help organize instructions, compare versions, summarize communications, and flag deadlines. It cannot assume professional responsibility.

Florida’s competence rule now speaks directly to the issue. The comment to Rule 4-1.1 states that maintaining competence includes understanding the benefits and risks of technology, including generative artificial intelligence. Florida Bar Ethics Opinion 24-1, adopted January 19, 2024, advises lawyers using generative AI to protect client confidentiality, verify accuracy, supervise the technology’s use, charge reasonable fees, and comply with advertising rules. The opinion is advisory, but it is a useful statement of the Bar’s guidance.

Confidentiality requires more than removing a client’s name. Before placing client information into a third-party system, assess data retention, reuse, access, security, and training practices. Opinion 24-1 recommends informed consent before using a third-party generative AI program when the use would disclose confidential information. Preserve the original client communications and independently verify every material output.

Florida added another concrete requirement in 2026. Effective June 15, 2026, Rule of General Practice and Judicial Administration 2.515(d)(2) requires each signer of a court filing to represent, among other things, that the legal authorities identified in the filing exist and are accurately cited. The rule authorizes sanctions after notice and an opportunity to be heard. An AI-generated citation is never self-verifying.

For an instruction workflow, three safeguards are essential:

• retain the original client communication;
• require human confirmation of authority before any external transmission; and
• prohibit automated sending of offers, acceptances, withdrawals, discovery responses, or court filings.

A Practical Checklist

When a client changes an instruction, ask:

1. What exactly changed, and do I have the new instruction in writing?

2. Did the change arrive before communication, after communication but before effective acceptance, or after acceptance?

3. Does a rule, offer term, court order, or statute control the method or timing?

4. Is this a client decision, a means decision requiring consultation, or a technical issue for counsel?

5. Did the client have enough information to make an informed decision?

6. What can I truthfully say to the other side without disclosing protected information?

7. Am I changing a negotiating position or correcting a factual record?

8. Does Rule 1.280(g), Rule 4-3.3, or another duty require a formal correction?

9. Is this an isolated event or a recurring pattern?

Frequently Asked Questions

Can a Florida lawyer settle a case without the client’s approval?

No. Rule 4-1.2(a) assigns the settlement decision to the client. Florida law also requires clear and unequivocal authority for an attorney to settle on the client’s behalf.

That ethical allocation does not mean a later denial of authority will automatically undo a statutory proposal already accepted. The enforceability analysis and evidentiary record still matter, including Suarez Trucking and Neeld.

Can a client withdraw a settlement offer after counsel communicates it?

Sometimes, but timing and terms matter. The offer may prescribe how acceptance occurs, and the effectiveness of a withdrawal depends on whether acceptance has already become effective. A proposal for settlement under Rule 1.442 has a specific written-withdrawal rule.

What should counsel tell opposing counsel when the client changes position?

Be truthful and concise. State that the client’s position has changed and provide the updated position. Do not invent a clerical error, deny the prior instruction, or disclose confidential reasons unnecessarily.

Must inaccurate discovery be corrected?

Rule 1.280(g) requires timely supplementation or correction when a covered disclosure or response is materially incomplete or incorrect and the corrective information has not otherwise been made known during discovery or in writing. Other procedural and ethical duties may also apply.

Can counsel withdraw because the client repeatedly changes instructions?

Possibly, if Rule 4-1.16 is satisfied. In pending litigation, tribunal approval may be required, and counsel must protect the client’s interests during the transition.

The Bottom Line

Clients sometimes change direction after a lawyer has already acted. The best protection is a disciplined system:

• explain the consequences before the client decides;
• obtain clear written authority for binding positions;
• distinguish ordinary offers from rule-governed proposals for settlement;
• communicate withdrawals and corrections promptly and truthfully;
• supplement materially incomplete or incorrect discovery in the proper form;
• preserve the source instructions and the timing record; and
• independently verify technology-assisted work.

A candid, precise correction usually protects credibility better than an elaborate explanation. The goal is not to pretend the first communication never happened. It is to identify what the law still permits, give the client realistic advice, and make the next communication accurate.

About Matthew Fornaro

Matthew Fornaro, Esq., is a business law attorney with more than two decades of experience serving businesses, entrepreneurs, and founders in Coral Springs, Parkland, Broward County, and throughout South Florida. He is admitted in Florida, New York, and the District of Columbia, handles business litigation and transactions, and serves as local counsel for attorneys litigating in South Florida.

Need local counsel in South Florida or a second set of eyes on a difficult client-authority issue? Explore local counsel services, business litigation representation, or request a consultation. Call 954-324-3651.

This article is for general informational purposes only. It is not legal advice and does not create an attorney-client relationship. Rules, statutes, and case law change; confirm the current authorities and apply them to the specific facts.

Selected Authorities

• Rules Regulating The Florida Bar 4-1.1, 4-1.2, 4-1.4, 4-1.6, 4-1.16, 4-3.3, 4-3.4, 4-4.1, and 4-8.4.
• Florida Rules of Civil Procedure 1.280(g), 1.280(k), 1.310(e), 1.340, 1.380(d), and 1.442(e)–(f).
• Florida Rule of General Practice and Judicial Administration 2.515(d)(2).
• Sections 57.105, 90.408, and 768.79, Florida Statutes.
• Florida Bar Ethics Opinion 24-1 (Jan. 19, 2024).
• Nehleber v. Anzalone, 345 So. 2d 822 (Fla. 4th DCA 1977).
• Kendel v. Pontious, 261 So. 2d 167 (Fla. 1972).
• Cheverie v. Geisser, 783 So. 2d 1115 (Fla. 4th DCA 2001).
• Suarez Trucking FL Corp. v. Souders, 350 So. 3d 38 (Fla. 2022).
• Neeld v. Combs, 403 So. 3d 439 (Fla. 5th DCA 2025) (majority and dissent).

Read the Authorities

• Florida Rules of Civil Procedure (Oct. 1, 2026)
• Florida Rules of Professional Conduct (current compilation)
• Rule 2.515 amendment, SC2026-0673
• Florida Bar Ethics Opinion 24-1
• Section 768.79
• Section 90.408
• Section 57.105
• Kendel v. Pontious (opinion text)
• Nehleber v. Anzalone (opinion text)
• Cheverie v. Geisser (opinion text)
• Suarez Trucking (official opinion)
• Neeld v. Combs (official opinion)