SDU_Legal_English_W3_Student_Deck

1.

SDU UNIVERSITY
·
LAW SCHOOL
·
LEGAL ENGLISH
Week 3
Formal, Demand and
Engagement Letters
1
2
3
4
Two lenses, every week: the common law and the law of the Republic of Kazakhstan.
Lecture 1 · The formal letter and the engagement letter
Lecture 2 · The demand letter and the letter before action
Practicals · You draft an engagement letter, then a pre-action claim
5

2.

WHERE THIS WEEK TAKES YOU
By Friday you will have drafted two real documents
Both go into your drafting portfolio. One of them is graded.
1
Read a letter as an
instrument
You will see a formal letter as nine
assembled blocks, not as prose —
and you will know what each block
is for.
2
Choose a header
label on purpose
Open, without prejudice, save as to
costs, subject to contract. Each is a
legal act. Most students get this
wrong for years.
3
Draft an
engagement letter
Scope, fees, conflicts, termination
— under common-law professional
rules and under Kazakhstani
requirements.
4
Draft a pre-action
claim
Five moves, a quantification table,
a date-certain demand and a
reservation of rights. This is the
graded one.
The one sentence for the week. An email is written to be read. A formal letter is written to be produced — printed, put in a bundle, and read two
years later by a judge who was not there.
Assignment W3-A is worth 2 points of the 20 allocated to weekly in-class assignments.
Week 3 · 2

3.

LECTURE 1
·
SEGMENT A1
Same words. Different instrument.
THE LEGAL EMAIL (WEEK 2)
THE FORMAL LETTER (WEEK 3)
Reader
One person, who was there and knows the background.
Readers
Three: the addressee, a judge appointed in two years, and
possibly a regulator.
Purpose
To move the work forward today.
Purpose
To create a record and to produce a legal effect.
Form
One screen. Subject line, ask, deadline.
Form
Nine blocks. References, date, delivery, label, enclosures.
Failure
It is ignored, and you send another one.
Failure
It is produced against your client.
A letter that cannot be found, dated, attributed and served is not a legal document. It is a piece of writing.
Week 3 · 3

4.

LECTURE 1
·
SEGMENT A2
A formal letter is assembled, not written
Nine blocks. Most of you think only about block 7.
1
Letterhead and refs
Our ref and Your ref. This is how a 400-page bundle is
navigated.
4
Addressee
The legal person, at the contractual address.
7
Body
Who we act for → facts → law → figures → demand
→ consequence.
2
Date, in full
"10 September 2026". Never 10/09/2026 — it is
ambiguous.
5
Header label
Open by default. See the next slide before you write
anything here.
8
Reservation and close
Rights reserved. A close that asks for something.
Handout H3.1 is this slide, with a check column. Keep it on the desk when you draft.
3
Method of delivery
Named, and matching the contract's notices clause.
6
Salutation and heading
The heading names parties, contract, date and
subject.
9
Signature and enclosures
Signed, and every enclosure numbered in a schedule.
Week 3 · 4

5.

LECTURE 1
·
SEGMENT A3
The label at the top is a legal act
Not decoration. Choose it; do not inherit it from the last letter you copied.
1
OPEN (no label)
2
WITHOUT PREJUDICE
3
W/P SAVE AS TO COSTS
4
SUBJECT TO
CONTRACT
The default, and the right choice
for a demand letter. You want it
read, and you want it in the bundle.
A genuine attempt to settle an
existing dispute. In an RK matter it
does not by itself keep the letter
out of the file.
Hidden on the merits, shown on
costs after judgment — the
Calderbank letter. No direct RK
equivalent.
Nothing here binds anyone until a
formal contract is signed. Say so in
the body as well as at the top.
Fails when: you needed to make a
settlement offer. Put that in a separate
letter.
Fails when: there is no dispute yet, or the
letter is not really an attempt to settle.
Fails when: the forum has no costs
mechanism that can use it.
Fails when: the parties' conduct shows
they meant to be bound anyway.
The trap. You write an excellent demand letter, give the other side thirty days, and they ignore you. You go to court — and you cannot show the
judge your letter, because you wrote "without prejudice" at the top out of habit.
The label is chosen before the first sentence is written, not added at the end.
Week 3 · 5

6.

LECTURE 1
·
SEGMENT A4
The engagement letter decides six things
It is the only document in a matter written for the moment the relationship fails.
1
Who the client is
A legal person, not the person you spoke to.
Conflicts, privilege and instructions all follow this
line.
4
What it costs
Basis, rates, estimate, cap, disbursements,
currency, tax, and who may pay.
2
What you will do
Sub-paragraphs of work. Specific enough that both
sides can tell when it is finished.
5
Conflicts and secrecy
What the check found, what you propose, and the
confidentiality that survives the engagement.
3
What you will not do
Foreign law, tax, commercial merits. The exclusions
clause is where liability is actually managed.
6
How it ends
Both sides need an exit. Fees to date, the file, and
an orderly handover.
Week 3 · 6

7.

LECTURE 1
·
SEGMENT A5
The same letter, under two systems
COMMON LAW
REPUBLIC OF KAZAKHSTAN
Source
Professional conduct rules — SRA Standards and Regulations; ABA
Model Rule 1.5(b) on the fee basis.
Source
Paid legal assistance is rendered on the basis of a written
agreement — Law No. 176-VI of 5 July 2018.
Secrecy
Legal professional privilege — a rule of evidence belonging to the
client, which only the client may waive.
Secrecy
Advocate's secret — not disclosable without the client's consent,
and not limited in time.
Audience
Anyone qualified may be instructed; rights of audience follow
qualification.
Audience
Representation in certain proceedings is reserved to advocates.
Say in the letter who will appear.
Money
laundering
Firm-level KYC and source-of-funds checks; enhanced diligence for
offshore payers.
Money
laundering
Legal service providers are subjects of financial monitoring for
defined transaction categories.
What did not change: scope, fees, conflicts, termination. Those are answers to problems that exist wherever a client pays a lawyer.
Week 3 · 7

8.

LECTURE 1
·
SEGMENT A6
Scope and fees are one clause seen from two directions
A cap on an open-ended scope is a promise you cannot keep.
MODEL — THE EXCLUSIONS SUB-CLAUSE
2.2 Our engagement does not extend to, and we give no advice on: (a) the laws of
any jurisdiction other than the Republic of Kazakhstan; (b) tax structuring or tax
filings; (c) the commercial merits, valuation or pricing of the Transaction; (d)
financial or accounting due diligence; or (e) any matter not expressly listed in
clause 2.1.
1
An Almaty firm advising an English client must exclude English law
expressly — or the client will assume you covered it.
2
4.2 Our estimate for the work described in clause 2.1(a) is USD 28,000 to USD
34,000. An estimate is not a fixed price. We will not exceed USD 34,000 for that
work without your prior written approval. No cap applies to the remaining work,
for which we will provide a separate estimate.
(e) is the catch-all
It closes the gap between what you listed and what the client remembers
asking for.
3
Read 2.2 and 4.2 together. The cap in 4.2 is only meaningful because 2.1(a) has a boundary.
(a) is the one clients need
The cap attaches to 2.1(a)
Not to "the matter". A cap needs a defined piece of work behind it.
Week 3 · 8

9.

LECTURE 2
1
The demand letter
and the letter before action
2
3
The letter has two readers, and only one of them is the addressee.
4

10.

LECTURE 2
·
SEGMENT B1
Write for the reader who does not exist yet
Reader one — the addressee
Reader two — the judge, in two years
Wants to know what you want, how much, and by when. Will check your
arithmetic against their own invoices before they do anything else.
Was not there. Does not care what you meant. Will decide whether your client
behaved reasonably by reading this letter.
Three legal effects a demand letter can produce
1
Satisfies a condition
Where a contract clause or a rule requires a preaction step before proceedings, this letter is that
step.
2
Starts the clock
It puts the debtor in default, so that interest and
any contractual forfeit begin to run from a date
you can prove.
Which means the letter is drafted backwards: decide the effect you want, then write the letter that produces it.
3
Builds the record
It is the document that shows your client gave the
other side a fair chance — the reason reader two
rules for you.
Week 3 · 10

11.

LECTURE 2
·
SEGMENT B2
·
COMMON-LAW LENS
England and Wales: what a letter before claim must contain
Practice Direction on Pre-Action Conduct and Protocols — the codified version of what good practice does everywhere.
1
Concise details of the claim
The basis, a summary of the facts, and what the
claimant wants from the defendant.
4
A reasonable period to respond
Commonly 14 days in a straightforward debt claim;
up to three months in a complex case.
2
How the money is calculated
A table: principal, interest, contractual charges,
running total, date of calculation.
5
A proposal for ADR
Mediation or a without-prejudice meeting. Silence on
ADR is itself a form of non-compliance.
Non-compliance is punished through costs, a stay of proceedings, and adjustments to interest — not through refusal of the claim.
3
The documents relied on
A numbered enclosure list — and a request for the
documents the defendant will rely on.
6
The consequences of silence
What the claimant will do, and when. This is the
reservation-and-consequence paragraph.
Week 3 · 11

12.

LECTURE 2
·
SEGMENT B3
·
KAZAKHSTANI LENS
Kazakhstan: where the pre-action requirement comes from
In English, call it a pre-action claim or a written claim — never a "pretension" and never a "complaint".
1
The contract
The usual source in commercial practice: a clause requiring a written claim and a
stated period for reply. Comply with it exactly — method, address, language, number
of days — then cite it by number.
3
To amend or terminate a contract
The demand goes to the other party first. Proceedings follow on refusal, or on no reply
within the period stated in the proposal or, failing that, thirty days.
2
Statute, for some disputes
Where a pre-trial settlement procedure is established by law or by the contract, failing
to observe it is a ground on which the court returns the statement of claim.
4
For an undated obligation
Where no time for performance is fixed, performance is due within a reasonable
period and thereafter within seven days of the creditor's demand — so the letter is
what creates the deadline.
Article references are in your reading pack. Where a number is flagged for verification, learn the rule and check the number before you cite it.
Week 3 · 12

13.

LECTURE 2
·
THE COMPARISON THAT MATTERS
Skip the letter: what actually happens
The sanction is a different kind of thing in the two systems — which is why the letter matters more here than there.
ENGLAND AND WALES
REPUBLIC OF KAZAKHSTAN
A costs problem
A file problem
The claim is still valid. But the court may stay the proceedings until the
steps are taken, impose costs on you even if you win, and adjust the
interest you recover.
Where a pre-trial procedure is established by law or by the contract and
you did not observe it, the court hands the statement of claim back. You
start again — with the limitation clock still running.
Response period
E&W: what is reasonable — often 14 to 28 days. · RK: the period in the clause; or, for amendment and termination, the period in the proposal,
failing which thirty days.
Must you offer ADR?
E&W: in substance yes — unreasonable refusal to engage carries costs consequences. · RK: a commercial choice, not a procedural requirement.
Agreed sums for breach
E&W: enforceable unless out of all proportion to a legitimate interest — the penalty rule. · RK: the forfeit is claimable without proof of loss,
subject to the court's power to reduce it.
Week 3 · 13

14.

LECTURE 2
·
SEGMENT B4
Five moves. Every demand letter you will ever write.
1
2
3
4
5
IDENTIFY
ESTABLISH
QUANTIFY
DEMAND
CONSEQUENCE
Who you act for, which
contract, which clause
creates the pre-action
requirement. No argument
yet.
Facts in date order, each tied
to a numbered enclosure.
Then the legal position in two
or three sentences.
A table. Principal, contractual
forfeit, interest, total, and the
date to which it is calculated.
What must be done, by
whom, by when — a calendar
date and a time — and how.
What happens if the date
passes, the forum, the ADR
offer, and the reservation of
rights.
"We act for … in connection with
the Agreement dated …"
"The facts material to this claim
are as follows."
"Our client's claim is calculated
as follows."
"… by 17:00 (Astana time) on 8
October 2026."
"… will commence proceedings
without further notice."
These five moves are the eight criteria of the W3-A rubric. Learn them today and Thursday is a formality.
Week 3 · 14

15.

LECTURE 2
·
SEGMENT B4
·
THE MONEY
The number the other side will check
Matter B: Steppe Freight LLP paid KZT 140,000,000 across three invoices at prices 14 per cent above Annex 2.
Head of claim
Working
Price differential overpaid
140,000,000 − (140,000,000 ÷ 1.14)
Forfeit, clause 11.4 — 22 days late
35,500,000 × 0.1% × 22 (cap 10%)
17,192,982
781,000
17,973,982
Total, excluding interest
Interest — official National Bank rate
KZT
From the date of each overpayment
reserved
THE TRAP
14% of 140,000,000
is the wrong answer.
140,000,000 already includes the increase.
The differential is 14/114 of it, not 14/100.
Getting this wrong costs a quarter of the
marks on Thursday — and, in practice,
converts your letter from an instrument of
pressure into an exhibit for the other side.
Claim the interest as a basis and reserve the figure. Reserving is professional; guessing is not.
Week 3 · 15

16.

LECTURE 2
·
REGISTER
Escalation is a choice, not a mood
Decide which rung you are on before you write a word. Force comes from dates and figures, never from adjectives.
1
Reminder
Relationship intact; probably an administrative
failure.
"We write to draw your attention to invoice 2026-071, which appears to remain
outstanding."
2
Firm demand
The failure is not administrative and the client wants
it fixed.
"We are instructed to require payment of KZT 17,973,982 within twenty business
days."
3
Final demand
Litigation is a real prospect. This is the last step
before it.
"Unless payment is received by 17:00 (Astana time) on 8 October 2026, our client will
commence proceedings."
4
Notice
A legal act is being performed by the letter itself.
"This letter constitutes notice under clause 22.1. Our client hereby terminates the
Agreement."
Week 3 · 16

17.

LECTURE 2
·
PROFESSIONAL CONDUCT
Six things that never appear in a demand letter
The first one is not a style point. It is a professional-conduct violation.
1
A threat of criminal proceedings
To obtain payment of a civil debt. Never — whatever
the client asks for, and however the client phrases it.
4
A deadline you will not enforce
The first deadline you let pass destroys the credibility
of every deadline you set afterwards.
2
An allegation of fraud
Only on express instructions and with material that
supports it. Unsupported, it is the fastest route to a
complaint against you.
5
A figure you have not checked
They will check it against their own invoices. A wrong
number hands them the initiative.
3
Capitals and exclamation marks
"FINAL WARNING!!!" reads as weakness, and reads
worse in a bundle. Precision is the pressure.
6
"Any and all damages"
It is not a quantification, and it does not satisfy a
requirement to explain how the sum is calculated.
And the seventh: "without prejudice" on an open demand. See slide 5.
Week 3 · 17

18.

THIS WEEK IN THE PRACTICAL ROOM
Today's practicals
Both sessions end with a document. One of them is graded.
1
PRACTICAL 1 · 45 MIN · PAIRS
2
PRACTICAL 2 · 45 MIN · GRADED · 2 POINTS
The engagement letter
The pre-action claim
Matter C — Kensington Vale Ltd, a London delivery platform, instructs an Almaty
firm on the acquisition of 60 per cent of Tulpar Digital LLP and the engagement
of 4,000 couriers.
Matter B — the one you worked on in Week 2. Steppe Freight LLP against Baltica
Valve GmbH: a price list "agreed" by an email that said "we will look at this",
three invoices paid, and one consignment 22 days late.
You produce: a covering paragraph and four clauses — Scope, Fees, Conflicts
and Confidentiality, Termination.
You produce: a pre-action claim of not more than one and a half pages, plus a
comparison note of not more than five lines on how the letter would differ
under English law.
The five decisions you must make: who the client is; the conflict with a minority
shareholder; whether the fee cap can be agreed; English law; and the BVI parent
who will pay the invoices.
Twenty-four minutes of drafting. The rubric is on your desk before you start.
Week 3 · 18

19.

BEFORE NEXT WEEK
Four things
1
2
3
4
File both documents
Learn the five moves
Run the self-check
Read for Week 4
Your engagement letter and your
pre-action claim go into the
drafting portfolio. They are the first
two items in it that a real client
could have received.
Identify · Establish · Quantify ·
Demand · Consequence. You will
use them again in Weeks 5, 9 and
12.
Handout H3.8 — twelve questions.
If you cannot answer all twelve
about a letter, the letter is not
ready to send.
IRAC and CREAC. Paragraph 3 of
your demand letter — the legal
position — is already an IRAC
application. Next week we take it
apart.
"Ask of every sentence you write: what job is this doing? If the answer is 'it sounds like a lawyer', delete it."