Drafting the Best Legal Memos

When clients or colleagues ask you to write a memo, it’s usually because they face a particularly complex or important decision and want to ensure they’ve dug deep into the nuance. That is because, these days, clients often prefer to jump straight into the motions, demand letters, or other more consequential documents needed to move a case forward. So if you are writing a memo, chances are, it matters. 

The legal memorandum is a professional opinion. It examines a legal issue, identifies governing laws, applies those laws to the facts, and concludes with advice or recommendations. Whether it’s considering the enforceability of a non-compete clause or assessing a potential merger’s impact on market competition, you will need to distill the issues that matter most and give readers what they need as efficiently as possible. 

Traditional memos contain a header section, a question presented and brief answer—and then the typical components of any legal analysis, including a fact section, a discussion, and a conclusion. 

Before we get to some tips for making your memos shine, let’s consider those first two components, which are unique to memos. 

The header section is straightforward. This is where you note who you’re writing the memo to, who it’s from (if you’re writing it, that would be you), the date you submitted the memo, and the memo’s topic.

Double-check who should be in the “To” and “From” lines. 

Clients and your organization will likely have preferences for how memos are headed. 

Next, take a moment to craft the “regarding” line. Give readers enough information about the matter and particular issues covered in the memo so that they can easily decide whether to read it without go further than the header. 

This also extends to the file name you save the memo with. Ensure you follow your organization’s conventions and name the file something descriptive future team members will be able to find. 

The question presented and brief answer is a more formal, traditional convention for sharing your memo’s executive summary—what lawyers often call an introduction in other documents like motions. 

The question presented offers readers the specific legal questions your memo tackles. The brief answer shares a summary of the key takeaways from your document—the answers to the questions presented. 

At the outset, take time to understand precisely why you are writing the memo. Whenever you get a memo assignment, ask lots of questions about what is expected. But with memos, this step is particularly important. 

Before you begin drafting, take a moment to contemplate your audience. A senior attorney or partner in your firm will look for depth, sophistication, and nuance in your arguments. They may already be familiar with the basic legal concepts and seek your insight into how those concepts apply to the specific facts of the case. 

Conversely, a client without a legal background needs a document stripped of jargon, couched in plain language that enlightens without overwhelming. You’ll need to transform the complex into the comprehensible without sacrificing the subtlety and strength of your legal analysis.

Distilling your memo’s takeaway in a useful introduction (traditionally referred to as the brief answer) is just as important as distilling any other legal document at the start. So start with a short, distilled summary. But because memos are meant to predict outcomes and not just persuade, there is more room to highlight practical points in your memo’s introduction: 

In every memo you send, think about whether there are any ways to add value to the task you were given. If it’s a research assignment, are there some other resources or secondary sources you can attach for your reader to refer to? A few helpful cases?

Then offer some concrete next steps that you can take to further help your reader—don’t just do what you’re told and leave it at that. Think specifics, not an abstract “if I can do anything else let me know.” Offer to conduct specific follow-up research, track down an expert to get a second opinion—anything to show that you are thinking about future steps and the bigger picture.

Read through the following memo written by an attorney. Notice how we don’t understand the key specifics that matter—the takeaways—until we’ve read the entire thing. Also notice there is little organization, poor sentence structure, and tangential details that don’t serve the writer’s goals. 

Now look at the difference it makes when we apply the principles we’ve covered in prior Write.law posts: Orienting readers to what matters, distilling takeaways, simple and specific sentence structures, familiar words, and cutting any tangential details readers don’t need. I’m just including some relevant snippets of the revised memo, so you can compare.