Before an advocate starts work, the client should receive an engagement letter. It records the terms of the professional relationship: the scope of work, the basis of fees and the responsibilities of both sides. Read carefully, it prevents most of the fee and scope disputes that arise later. This article explains what an engagement letter should contain and what to check before signing.
Quick answer
An engagement letter is the written contract for legal services. It should identify the client and the matter, describe the scope and any exclusions, state the fee basis, billing intervals and disbursements, and set out confidentiality, file handling and termination. The client should read it before signing, ask about anything unclear, and keep a signed copy. Changes in scope should be recorded in writing.
What an engagement letter is
An engagement letter is the document that records the terms on which an advocate is instructed. It is sent before work begins, or at the outset of the matter, and the client signs or accepts it. It is not a marketing document and it is not a summary of the law; it is the contract for the service itself.
The letter should be read together with any terms of business the firm uses, the fee note and any later variation. Where the client is a company, the letter should identify who is authorised to instruct the advocate, because instructions from an unauthorised employee can create uncertainty about the extent of the engagement.
Why it matters to both sides
The letter defines what the advocate is being asked to do, at what price and on what terms. Without it, a client may believe that an entire dispute is covered when only one application was priced, and an advocate may perform work the client never asked for. The written record protects both sides and provides something concrete to refer to if the relationship changes.
The letter also supports good practice. A clear scope and fee basis make it easier to manage the matter, to raise a scope change early and to avoid the misunderstanding that turns a professional relationship into a complaint.
What the letter should contain
| Term | What it should say |
|---|---|
| Parties and matter | Who is being engaged, the firm entity and the specific transaction or dispute |
| Scope | The work included, the work excluded and the assumptions on which the estimate is based |
| Fees | The basis of charge, the rate or scale, billing intervals and the treatment of tax |
| Disbursements | Which expenses are payable, how they are incurred and how they are recorded |
| Client responsibilities | Instructions, documents, evidence, attendance and timely decisions |
| Confidentiality and conflicts | How information is protected and how conflicts are checked and handled |
| Files and records | Who holds the file, retention and return of documents |
| Termination and complaints | How either side may end the engagement and how complaints are raised |
Fees, disbursements and billing
The fee terms should be specific. Where the fee is calculated under the Advocates Remuneration Order, the letter should say so and explain what the scale covers. Where a fixed fee or an hourly rate is agreed, the letter should state it and identify what it includes. If the estimate is an estimate rather than a cap, that should be clear.
Disbursements are separate from fees. Court filing fees, travel, search fees, valuation and expert costs are usually payable in addition, and the letter should say how they are incurred and recorded. Billing intervals, payment terms and what happens if an invoice is not paid should also appear; interest on overdue fees should be agreed rather than assumed.
Scope changes and variations
Matters rarely stay within their original scope. A new application, an additional agreement, a counter-claim or a hearing that runs longer than expected can change the work required. The engagement letter should provide for variations: who may agree them, whether they must be in writing and how the fee is adjusted.
Ask for a short written variation when the scope changes rather than relying on a conversation. The variation keeps the record accurate and lets the client decide whether to proceed before the extra cost is incurred. The related article on how much a lawyer costs in Kenya explains the general bases of charging, and the article on how to choose a lawyer in Nairobi covers the questions to ask before instructing.
Confidentiality, conflicts and file handling
The advocate owes a duty of confidence to the client, and the engagement letter should reassure the client that the duty is understood. It should also explain how conflicts of interest are checked, both at the start and during the matter, and what happens if a conflict arises.
File ownership and retention should be addressed. The client should know where the file is kept, whether documents will be returned at the end of the matter and how long records are retained. Where originals are held, the arrangement should be recorded, and the client should keep copies of important documents.
Termination, complaints and when to take advice
The letter should explain how either side may end the engagement, what happens to unfinished work and how fees for work already done are handled. It should also say how a complaint is raised, because a clear complaints route reduces the risk of a small disagreement escalating.
Advice is worth taking where the engagement letter is unclear, where the fee terms are unusual, where the matter is high value or cross-border, or where a scope change is significant. The firm’s contract practice drafts and reviews engagement terms and commercial agreements, and the Law Society of Kenya publishes the professional standards that apply to advocates.
Checklist before signing
- The client and the firm entity are correctly identified.
- The scope and the exclusions are stated clearly.
- The fee basis, billing intervals, tax and disbursements are explained.
- Any estimate is described as an estimate or a cap.
- Client responsibilities and decision points are recorded.
- Confidentiality, conflicts and file handling are addressed.
- Variations, termination and complaints are covered.
- A signed copy is kept with the matter documents.
Primary sources
- Advocates Act, Kenya Law, for the statutory framework of legal practice and professional obligations.
- Law Society of Kenya, for professional standards, membership and guidance on engagement terms.
- Kenya Law, for the legislation and rules referred to in this article.
This article is general information, not legal advice.
