An unambiguous scope of work clause in a solicitor’s letter of engagement or terms of business is one of the simplest and most effective ways to manage risk. It defines what the solicitor is responsible for, what the client can expect, and where the solicitor’s role ends.
Why it matters
We sometimes see Master Policy claims that feature a mismatch between what the client thought the solicitor would do and what the solicitor actually agreed to do. A well-drafted scope clause reduces that risk by setting clear boundaries from the outset.
Specifying the scope of work
The scope clause defines the work to be carried out on behalf of the client. It should provide sufficient information so that the scope of the work and the significant elements covered can be clearly identified If the wording is vague, there is more room for dispute about the extent of the solicitor’s duty.
The clause does not need to rehearse, in detail, every step that will be taken in delivering the service. Setting out a highly granular, step-by-step process can create unnecessary complexity and confusion. Instead, the clause should focus on clearly defining the overall objective of the engagement and outlining the key headline tasks or workstreams involved. A more concise, objective-led description is generally preferable from both a clarity and risk management perspective, as it avoids over-specification while still giving the client a clear understanding of the services being provided.
It’s also important to say what is not included in scope. In other words, it’s critical to be clear about any areas of work that will not be carried out on behalf of the client, particularly where the client might otherwise expect that work to be carried out by the solicitor. Clients may assume the solicitor is advising on related or practical issues unless those areas are expressly excluded e.g. issuing reminders, reporting obligations.
Make the boundaries clear
For example, a solicitor may be advising on the terms of a commercial contract, but not on the wider tax aspects of the transaction. They may be reviewing a Scottish
lease for an overseas entity but not dealing with the overseas registration requirements for that entity. They may be doing the conveyancing work for the purchase of a licenced premises but not arranging for the alcohol licence. If these limits are not stated clearly, the client may later argue that they expected the solicitor to carry out these parts of the work.
A good clause also helps prevent scope creep. If new issues arise or the client asks for additional work, the engagement terms should make clear that the scope, fees, and timescales may need to be agreed again in writing.
Tips on drafting:
· Developing and maintaining templates for particular types of transaction can provide a practical and reusable framework. This helps to promote consistency, efficiency, and clarity across similar matters, while also ensuring that key steps and considerations are not overlooked.
· These templates should be treated as a starting point. It remains essential that each matter is considered on its own terms, with careful attention given to the specific needs of the client and the nature of the work being undertaken. The content of any template should therefore be tailored appropriately to reflect the individual circumstances of each instruction.
· Where a client’s instructions change during the course of a matter, and those changes alter the agreed scope of work, the engagement letter should be reviewed promptly. If necessary, an amended letter should be issued clearly setting out and highlighting the revised scope. Alternatively, written communication should be provided to the client to clearly draw attention to the changes arising from their updated instructions.
The bottom line
The scope of work clause is not boilerplate. It is a front-line risk control. It manages the client’s expectations by making the service clear. It helps the solicitor by aligning duties with the agreed instruction. And it reduces risk by creating a written record if questions arise later.
The message is simple: be clear about what you are responsible for, and just as clear about what you are not responsible for.
Letters of engagement guide
We have an interactive Guide on Letters of Engagement available, which is designed to support solicitor firms when drafting the various elements within their own letters:
The guide is intended to be practical and easy to use. Within each section, you will find:
· What To Include – guidance on the purpose of each area and what should be covered
· Tips – practical advice and assistance on what to do and why
· Sample Content – draft wording that you may wish to consider including in your own letters
· A footnote indicating whether the content is mandatory, recommended, or optional in line with Law Society or other regulatory requirements, and where it is mandatory, the relevant regulatory source is clearly referenced
Please contact Matthew Thomson (opens a new window) or Anna Forsyth (opens a new window) for further information.
Click here to download (opens a new window) the letter of engagement guide