How to Write a Legal Memo
From Start to Finish

Before we jump in, I must emphasize the following: A legal memo is not a brief. I repeat, a legal memorandum is not the same thing as a brief. A memo is completely objective. Your job is to give the reader an honest, balanced picture of what the law says and how it applies to the facts, including the parts that do not favor your client. We are simply giving facts, let them speak for themselves.

What Is a Legal Memo?

An office memorandum is a document written by a lawyer (or law student) to advise a supervising attorney, client, or decision-maker about what the law says on a specific legal question. It is an internal document, that means it does not get filed with a court, it does not argue for an outcome, and it is not advocating for a particular outcome.

The person reading your memo is busy and needs to trust that your analysis is complete and honest. They need to be able to pick up your memo, read the first two sections, and know exactly where things stand. It is plain, simple, and to the point.

A memo tells the reader what the law says. A brief argues what the law should do. Both use standard frameworks like IRAC in their analysis sections, but they use them differently. In a memo, the analysis is neutral. In a brief, it argues. Confusing the two is an easy mistake to make in legal writing.

The Six Parts of a Standard Legal Memo

Most standard legal memos share the same six sections. Here is what each one does:

Section-by-Section Breakdown

1. Heading

The heading block goes at the very top of every memo:

The RE: portion is where many law students mess up, it is not like the subject of an email. It should identify the client and give a precise description of the issue. Not "Liability question" or "Research memo," but something like: "Smith Matter: Whether warrantless search of locked vehicle constitutes Fourth Amendment violation."

2. Question Presented

The Question Presented is a single sentence framing the legal issue you are analyzing. It should be specific enough that someone who reads only this section knows exactly what the memo answers.

The standard formula:

Whether [legal standard or doctrine] when [key facts that create the legal question].

Example:

"Whether a warrantless search of a locked vehicle parked in a private driveway violates the Fourth Amendment when the officer had no exigent circumstances and the vehicle was not in plain view."

A few things to avoid:

• This section is only for the question, do not answer it there. That is what the Brief Answer is for.
• Do not make it so broad it becomes meaningless ("Whether a constitutional violation occurred").
• Do not include every fact, just the ones that imminently pertain to the legal question.

3. Brief Answer

The Brief Answer is a direct, one-paragraph answer to your Question Presented. Lead with your conclusion ("Yes," "No," or "Most likely, yes") and follow immediately with the core reasoning.

Think of it as a compressed version of your Discussion. The reader should be able to read just the QP and the Brief Answer and walk away with a reliable summary of your analysis. Remember, this document is not for arguing a specific point, just stating objective facts, rules, and analysis.

Here is an example of a Brief Answer based on the Question Presented from earlier:

"Most likely, yes. The Fourth Amendment protects against warrantless searches of vehicles parked on private property where no exigent circumstances exist. Because the vehicle was locked, parked in a private driveway, and not in plain view, the officer lacked both probable cause and any recognized exception to the warrant requirement. A court would likely find the search unconstitutional."

Notice the Brief Answer does not hedge excessively ("It depends on many factors") and does not give a full legal analysis. It gives the concise answer and its reason.

4. Statement of Facts

The Statement of Facts is your objective summary of the facts relevant to the legal question. It is not an argument. It is not a narrative designed to make your client look sympathetic. It is a clear and often chronological account of what happened.

What belongs here:

• Every fact your Analysis section will rely on
• Background facts necessary for the reader to understand context
• Procedural history if relevant (what courts have already done)

What does not belong:

• Legal conclusions ("the officer illegally searched the car" — save that for Discussion)
• Facts you know but that are not legally relevant to your issue
• Argument or spin

Pro tip: Write your Statement of Facts after your Discussion. Once you know exactly which facts your analysis depends on, you will know exactly which facts belong in this section. Writing it first often leads to either over-inclusion of every detail or under-inclusion of a fact your analysis needs.

5. Discussion

The Discussion is the analytical core of your memo and the section that gets the most comments. This is where you apply IRAC (Issue, Rule, Application, Conclusion; if you are not familiar with legal writing frameworks, check out this article to get familiar with them) to each legal issue and walk the reader through your full analysis.

Structure your Discussion around issues. Each distinct legal question gets its own analysis — its own sequence of IRAC, each with its own sub-header.

What strong Discussion sections do:

• Open with an Issue statement clearly framing what is being resolved
• State the Rule in funnel order: broad doctrine first, then the specific elements, tests, or exceptions that matter
• Apply the rule by connecting facts to rule elements one at a time — do not restate the rule and narrate the facts; put each fact up against its applicable standard
• Address counterarguments honestly — in an objective memo, arguments that cut against your conclusion must be engaged
• Close each issue with a clear, single-sentence conclusion

The most common mistake is thin analysis: students write a Rule section, summarize the facts, and call it Analysis. That is not analysis — that is a summary. Analysis means taking each element of the rule, identifying the relevant fact, explaining why that fact satisfies or fails the element, and citing analogous cases to support the comparison. If your Analysis section is shorter than your Rule section, something is wrong.

6. Conclusion

The Conclusion is short — usually one paragraph — and restates your answer to the Question Presented. Where appropriate, it offers a recommendation or flags next steps.

It should not introduce new analysis or new cases. If you are still analyzing in the Conclusion, that analysis belongs in the Discussion.

Example:

"For the reasons discussed above, a court would likely find that the officer's warrantless search of the locked vehicle violated the Fourth Amendment. The facts do not support any recognized exception to the warrant requirement, and the search was therefore unconstitutional. We recommend advising the client to file a motion to suppress."

An Objective vs. Subjective Approach

Because a memo is objective, the way you handle unfavorable information is different from how you'd handle it in a brief. In a memo, a bad case is not something to de-emphasize, it is something to address honestly and distinguish if you can. Your supervisor is counting on your memo to give them the full picture. If you have omitted unfavorable precedent, you have failed at the job of the memo, even if your conclusion is technically correct. Besides, a persuasive brief also will include the unfavorable facts, so it is important to have that information on-hand. Still having trouble distinguishing the two? Here's a quick comparison:

Common Mistakes and How to Fix Them

• Writing a brief instead of a memo. If your Analysis section reads like you are rooting for your client, you have slipped into brief mode. Ask yourself: am I analyzing or arguing? Let the facts stand on their own.
• A Brief Answer that does not answer. Phrases like "This depends on several factors" are not answers. Commit to a conclusion and give the reader your reasoning.
• Facts buried in the Discussion. If you are introducing new facts in your Analysis that never appeared in the Statement of Facts, your reader loses track. All relevant facts belong in the Statement of Facts.
• IRAC without the A. Writing an Issue, a Rule, and a Conclusion with nothing in between. The Analysis is where your memo lives or dies — it cannot be one sentence.
• Ignoring the other side. An objective memo that only presents the winning argument is not objective — it is incomplete. Acknowledge the strongest counterargument, then explain why it does not change your conclusion.
• Overlong introductions. Your Brief Answer is the preview. Do not write another paragraph at the top of your Discussion re-explaining what the memo is about.

Practice: Make Your Own Memo

Before you write a full memo, practice getting the structural skeleton right. Download the free Memo Anatomy Worksheet to work through each section using a short hypothetical, map the components, and identify the IRAC sequence in a sample Discussion paragraph.

Or grab a copy of this Standard Legal Memo Template to use as a starting point.

In Review

• A legal memo has 6 parts:
  • Heading
  • Question Presented
  • Brief Answer
  • Statement of Facts
  • Discussion
  • Conclusion
• Memos are objective. Your job is to give the reader an honest picture of what the law says, not to advocate for an outcome.
• The Discussion is the core of the memo and uses IRAC — one sequence per issue, each with a clear sub-header.
• The Brief Answer should lead with a direct conclusion, not a hedge. Your reader needs the bottom line up front.
• Write your Statement of Facts after your Discussion so you know exactly which facts your analysis depends on.
• The most common memo mistake is thin analysis — restating the rule and summarizing the facts instead of actually connecting them.