Undertakings by Solicitors

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An undertaking is one of the most powerful obligations a solicitor can assume - and one of the most dangerous if mishandled. SQE1 tests your understanding of what constitutes an undertaking, when it binds, and what happens when a solicitor fails to honour one. This is a high-stakes topic where a single mistake can have serious professional consequences.

What Is an Undertaking in SQE1?

Candidates often lose marks on SQE1 by assuming an undertaking must be in writing to be binding — oral undertakings are equally enforceable, and the consequences of breach are severe. An undertaking is a statement made by a solicitor (or a solicitor's firm) to someone who reasonably relies on it, that the solicitor or the firm will do something or cause something to be done, or refrain from doing something. It is a binding promise that can be given orally or in writing. Undertakings are fundamental to the trust-based operation of the legal profession - particularly in property transactions, where solicitors routinely rely on each other's undertakings to complete transactions.

Understanding undertakings is critical because breach is a disciplinary matter with serious consequences. Undertakings also interact with obligations in practice areas like Property Practice and form part of the broader framework of Professional Conduct.

Key Principles for SQE1

Binding Promise: Paragraph 1.3 of the SRA Code of Conduct for Solicitors requires you to perform all undertakings given by you, and to do so within an agreed timescale or, if no timescale has been agreed, within a reasonable time. This is an absolute obligation.
Oral and Written Undertakings: An undertaking can be given orally or in writing. Oral undertakings are equally binding as written ones. Many students underestimate oral undertakings, but they have the same legal force.
Binding Effect: An undertaking binds the individual solicitor and the firm, regardless of changes in employment or firm structure. If you give an undertaking, your firm remains liable even if you later leave.
Cannot be Withdrawn Unilaterally: An undertaking cannot be withdrawn unilaterally once the recipient has relied on it. Both parties must agree to its release. This is critical: you cannot simply change your mind.
Control of Performance: Only give an undertaking that is within your control to perform. Giving an undertaking that depends on a third party's actions (a client, a bank, a lender) is extremely risky. If performance fails because of the third party, you are still in breach.
Breach Consequences: Breach of an undertaking is a serious professional conduct matter. It can lead to disciplinary action by the SRA or the Solicitors Disciplinary Tribunal, a claim for professional negligence, or enforcement by the court (the court can compel performance of a solicitor's undertaking under its supervisory jurisdiction).

Exam tip

Undertakings are absolute promises—do not give one unless you control the outcome. Oral undertakings are equally binding as written ones. Once the recipient relies on it, you cannot withdraw unilaterally. The trap: giving an undertaking that depends on a third party (your client, a bank, a lender). If it fails, you are in breach, not the third party. Breach is a disciplinary matter and the court can enforce it.

How This Appears in SQE1 Questions

SQE1 questions typically present a solicitor who has given an undertaking and then faces difficulty performing it. The trap is choosing an answer that allows the solicitor to withdraw the undertaking unilaterally—this is not permitted once the recipient has relied on it. Questions may also test whether an oral statement amounts to an undertaking and whether the solicitor's firm is liable. Watch for scenarios where performance depends on a client's cooperation or a third party's actions.

A solicitor acting for a buyer in a property transaction gives an oral undertaking to the seller's solicitor to discharge the existing mortgage on the property from the completion funds. After completion, the buyer's solicitor discovers that the completion funds are insufficient to discharge the mortgage in full.

This is a classic SQE1 trap.

Common Mistakes Students Make

Assuming oral undertakings are not binding—they are equally binding as written ones.
Believing a solicitor can withdraw an undertaking unilaterally—this requires the recipient's agreement once reliance has occurred.
Giving an undertaking that depends on a third party's cooperation without recognising the personal liability risk.
Failing to appreciate that breach of an undertaking can result in disciplinary action, professional negligence claims, and court enforcement.

Quick Summary

An undertaking is a binding promise given by a solicitor to another person that the solicitor will do something, cause something to be done, or refrain from doing something.
Undertakings can be given orally or in writing—both are equally binding.
Paragraph 1.3 of the SRA Code requires solicitors to perform all undertakings within agreed timescale or reasonable time if no timescale is agreed.
Undertakings cannot be withdrawn unilaterally once the recipient has relied on them—both parties must agree to release.
Only give undertakings within your control to perform; undertakings depending on third-party actions are high-risk.
Both the individual solicitor and the firm may be liable for breach; breach can result in disciplinary action, negligence claims and court enforcement.

Want to test this now? Try a few SQE1-style questions below before moving on.

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Practise Undertakings by Solicitors Questions for SQE1

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Undertakings by Solicitors for SQE1