LEGAL MEMORANDUM

The legal office memorandum is the most common way attorneys convey information to one another. Typically, junior
attorneys write memos for more senior attorneys to memorialize and summarize research and client information. In most
law schools, writing a legal office memorandum is one of the first skills law students learn in their legal writing course.

The Purpose of a Legal Office Memorandum

Most memoranda serve one of two functions: analyzing a client’s specific legal problem or answering questions that the
client’s particular situation poses. Before writing, a lawyer will research the applicable mandatory (binding) case law and
the persuasive (nonbinding) case law to determine the legal landscape. The lawyer will also review any applicable
statutory provisions or regulatory issuances from administrative bodies.

After finishing the research process, the lawyer will then interpret the client’s situation in light of the applicable law. An
office memorandum sums up the lawyer’s analysis and supplies the facts the lawyer relied upon in reaching the
conclusion. The main point of the memorandum should be to advise whether a client can lawfully engage in conduct or
predict how a decision maker will rule on a legal problem.

The Format of a Legal Office Memorandum

Most memoranda share a common format: a heading, an issue, a short answer, a statement of facts, a discussion, and a
conclusion.

The Heading consists of four lines: to, from, date, and subject (re:). You should include your client’s name as well as a
descriptive subject in the re: line, as each client file typically will require multiple memoranda.

The Issue section usually contains a statement of the issue the memo addresses. Sometimes the issue is called the
“question presented.”

The Short Answer answers the question presented succinctly and should supply a summary of the key reasons
supporting the answer.

The Statement of Facts section, often shortened to "Facts," includes an objective statement of the client’s facts that are
pertinent to the issue described in the memo.

The Discussion section collects and describes the law, both favorable and unfavorable, applicable to the client’s situation.

The Conclusion is a short section summarizing the contents of the entire memo. It pulls together the most critical facts and
legal analysis into a few sentences. In shorter memoranda, lawyers commonly omit the conclusion.

A legal memorandum is a highly structured type of writing that follows certain conventions. Because each legal problem
is distinct, no two memoranda will be organised in precisely the same way. Do not slavishly follow the sample
memorandum. Rather, focus on learning about the general structure and components of this form of writing, and apply
them to your research assignment in the most effective way for your particular problem.

A legal memorandum is comprised of certain standard elements:

• the heading
• a summary of the relevant facts
• succinct identification of the legal issues
• a discussion of the law relevant to the legal issues, and application of that law to the facts
• a conclusion that is responsive to the legal issues.

Each of these elements is discussed in greater detail below.

The heading

The heading should identify the author and recipient of the memorandum, and include the date, client identification, and
subject matter.

Facts

The Facts portion should list the relevant facts on which you have relied in researching and preparing the memorandum.
If you have made assumptions, indicate this.

State the facts objectively and clearly. Usually, the order is chronological. Use definitions to standardize terminology for
persons and things that will be referred to frequently in the memorandum. This prevents clutter and inconsistent
references to the same thing.

The Facts portion can either precede or follow the Issues and Conclusions portions of the memorandum. If the Issues and
Conclusions will not make sense without reference to the Facts, then put the Facts first. Alternatively, if the Facts portion
of the memorandum is quite lengthy, your reader may want to see the Issues and Conclusions first.

Issues

The Issues portion of the memorandum is crucial. You must succinctly identify the correct legal issues, within the context
of the facts of your case. Include legal elements that are essential to resolution of the issues.

The more narrow and descriptive your issue statement is, the more effective it will be.

If there is more than one issue to be addressed, list the issues in the order in which you will be discussing them in the
memorandum.

Conclusions

When preparing a legal memorandum, remember that your reader does not want to be kept in suspense. A crisp, clear,
responsive answer must be provided as near the beginning of your memorandum as possible.

Which format? There are various ways of dealing with conclusions in a legal memorandum:

Format 1 Format 2 Format 3 Format 4

Facts Issues
Facts Issues
Issues Brief Answer
Issues Conclusions
Brief Answer Facts
Conclusions Facts
Discussion Discussion
Discussion Discussion
Conclusion Conclusion

Writing and analysis

Analysis

You need to analyze the law throughout the process of information gathering and writing. One of the best ways to improve
your analysis and your writing is to create a structured outline of the issues by breaking down each legal issue into its
constituent elements. Decide which elements are problematic and which are straightforward. Use your outline of the
issues to structure your writing and to advance your analysis.
There are specific rules of legal reasoning and techniques that will help you evaluate the cases you find, and work with
those cases to formulate a legal argument.

Equivocation

One of the hardest parts of writing a legal memorandum is to reach a defensible conclusion when the law is uncertain
generally, or as it applies to your facts. Since the purpose of the memorandum is to answer the legal question posed, you
cannot simply say that the law is unclear and leave it at that. In some circumstances there may be a practical solution
that enables you to avoid confronting the uncertainty in the law. However, usually you have to make a decision about what
a court would likely do if faced with your fact situation.

Try to avoid using equivocal language in your memorandum. This is particularly important in the Conclusion section. The
Discussion portion of the memorandum should also be reviewed for equivocal language. Sentences that begin with the
phrase "It would appear that" or "It seems that" should alert you to equivocation.

By all means indicate where the law is unclear. But also state what you think is the better view or probable outcome.

Discussion

The Discussion section is the heart of the memorandum. It provides the venue for explaining and analysing the law, and
applying it to your facts. The Discussion section should be broken down into a separate part for each discrete legal issue
covered in the memorandum. The discussion of each issue should include an introduction, an explanation of the
applicable legal rule, an application of the rule to the legal problem, and a conclusion in respect of that issue. The classic
formulation for this is known as IRAC.

The first step is to state the legal issue. This can be done in a couple of ways. You can summarize the
issue in the form of a topic sentence or question. The most effective style is to use a thesis sentence or
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paragraph that not only indicates what the issue is, but tells the reader briefly what your conclusion is on
the issue. The issue can also be referred to in the heading for this part of the Discussion section.

The second step is to determine the applicable legal rule. This involves a review and analysis of the
relevant cases, statutes, and secondary sources. It is sometimes referred to as rule explanation.
Depending on the nature of the legal rule, you may need to review the history of the rule and consider the
R policy rationale for the rule. You may find there are different lines of cases, each resulting in a different
formulation of the rule. Try to approach this section using rules synthesized from the cases, rather than
simply listing a series of individual cases. Avoid lengthy quotations from cases. This section includes
analysis of the rule, but does not include application of the rule to your facts.

The third step is to apply the legal rule to your facts. This involves further analysis and weighing of
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individual cases, distinguishing cases, making counter-arguments, and considering policy issues.

The last step is to state your conclusion on the legal issue being discussed. Although you will include an
C overall conclusion elsewhere in your memorandum, it is also important to reach a conclusion on each
legal issue as it is dealt with in turn.

IRAC need not be applied rigidly. Your decision about how to divide up the legal issues will influence the way that you
apply IRAC.

• For example, if you are dealing with cases from a number of different jurisdictions you can structure your
discussion separately for each jurisdiction, or cover all jurisdictions when you deal with a particular issue.
• You may want to discuss each sub-issue separately. However, if that would result in repetitive discussion of the
same cases in different sections of the memo, it might be better to combine your discussion of some of the sub-
issues.