Deal done on a handshake , is it binding in Kenya? The question arises whenever a verbal agreement sours or the terms are disputed. The law’s answer is nuanced: most oral contracts are valid, but some transactions must be in writing, and practical enforceability argues for writing in almost every commercial setting.
Must contracts be in writing under Kenyan law?
As a general rule, no. Kenyan law recognises oral contracts and binds parties to them , the difficulty is proving what was agreed, not validity. That said, the Law of Contract Act, published on Kenya Law, requires writing for specified transactions: contracts of guarantee must be in writing or evidenced in writing, and transactions relating to land must be effected in writing and properly executed. Certain regulatory regimes also impose written-form requirements, so the subject matter determines the answer.
Why reduce an agreement to writing anyway?
- Proof , a signed document records the terms agreed and who agreed them, sparing the court an exercise in reconstruction
- Certainty , drafting forces parties to address price, timelines, deliverables and default while goodwill is still high
- Enforcement , written terms are far easier to plead, prove and enforce, whether in court, arbitration or mediation
- Registration and perfection , charges over land, security interests and some licences require executed documents to register
- Financing and assignment , banks and investors expect to see written contracts before they advance money
What makes a written contract binding?
The ordinary ingredients apply: offer and acceptance, consideration, an intention to create legal relations, capacity and lawful purpose. In writing, two further disciplines matter. First, execution , the document should be signed by every party whose obligations it records, and witnessed where the transaction requires it, as land documents do. Second, completeness , a contract that leaves an essential term to be agreed later invites the very dispute it was meant to prevent.
What should you do with an important verbal agreement?
Reduce it to writing promptly, while memories align. A short confirmation of the terms already performed and remaining can preserve the substance of the bargain even where a full contract was never drafted. Our contract lawyers prepare, review and regularise agreements across commercial matters, and our practice areas page describes the firm’s wider transactional work.
For guidance on your specific situation, contact CS Advocates LLP , call, WhatsApp, or book a confidential consultation at our Westlands, Nairobi office.