A legal memo follows a fixed order: heading, question presented, brief answer, statement of facts, discussion, conclusion. The discussion applies the law to the facts, usually with the IRAC method, and the memo is predictive rather than persuasive: it says what is likely to happen, not what the author wants to happen.
This page gives you a legal memo template you can copy, the format section by section, a heading example, a short IRAC discussion, the separate memo to file form and the questions reviewers ask before a memo leaves the firm. It is written for practice, not for a first-year writing course, so the template assumes a real matter, a real file and a reviewer who will check your sources.
What is a legal memorandum?
A legal memorandum is the written answer to a legal question inside a firm. A partner, a client file or a court deadline raises a question the file cannot answer on its own; the memo states the question, sets out the facts it depends on, applies the law and gives an answer with its reasons. It is addressed inward, which is what separates it from a brief: nobody is being persuaded, and the weaknesses in the analysis belong in the memo rather than being left out of it.
"Legal memo" and "legal memorandum" mean the same document, and both terms appear in firm style guides. A memo to file is a different and much shorter document, with its own template further down.
Legal memo format: the standard structure
Whatever the house style, the sections come in this order and each one has a single job.
- Heading. To, From, Date, Re. Identifies the memo and makes it retrievable.
- Question presented. The legal issue in one or two sentences, with the facts that decide it.
- Brief answer. The answer and its main reason, so a reader can stop here and still know the outcome.
- Statement of facts. The facts the analysis depends on, each traceable to the file.
- Discussion. The analysis, one issue at a time, in IRAC order.
- Conclusion and recommendations. What the answer means for the matter and what to do next.
Everything before the discussion exists so a partner can read the first page and act. Everything after it exists so the file shows how the answer was reached.
Legal memo template (copy and adapt)
Copy the outline below into your document, or download the legal memo template as a Word file with the same sections laid out. Confirm the format expected by your supervising lawyer, firm or course, and adapt it to the jurisdiction. A template supplies structure; it does not establish the legal answer.
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
To: [Supervising lawyer, role]
From: [Author, role]
Date: [Date of this version]
Re: [Client / matter number]: [the precise legal question]
QUESTION PRESENTED
[Under [law], does [party] [act] when [material facts]?]
BRIEF ANSWER
[Yes / No / Probably. The main reason, and the most important uncertainty.]
STATEMENT OF FACTS
[The facts that matter, in order. Source for each material fact: document,
page or paragraph. Separate verified facts, disputed points, assumptions and
what is still missing.]
DISCUSSION (repeat for each issue)
Issue: [Question to resolve]
Rule: [Authority, pinpoint citation, jurisdiction, date checked]
Application: [Apply the rule to these facts, including the facts that cut the other way]
Counterargument: [The strongest competing reading and its weight]
Conclusion: [Provisional answer on this issue and what remains uncertain]
CONCLUSION AND RECOMMENDATIONS
[Answer per issue, then the recommended course of action, the risk of each
option, and the information still needed.]
NEXT STEPS AND REVIEW
[Further research or documents required, owner, target date]
[Reviewer comments and approval status]
CUNY’s law-office memo guidance uses the same order with a separate facts section and insists on objective analysis. Monash’s annotated examples show how the audience and the assignment change the depth of each section without changing the structure.
Legal memo heading: To, From, Date, Re
The heading is four lines and most memos get one of them wrong. "To" and "From" carry the role as well as the name, because the memo will be read years later by someone who does not know who held which position. "Date" is the date of this version, and a revised memo gets a new date, not a silent edit. "Re" is the line that decides whether the memo is ever found again.
To: Anna Keller, Partner
From: Marc Dubois, Associate
Date: 14 September 2026 (v2, supersedes 9 September 2026)
Re: Meier AG / 2026-0412: Enforceability of the non-compete clause in the
2024 employment agreement under art. 340 et seq. CO
A vague "Re" line ("Contract issue", "Employment question") sets a poor tone and makes the memo impossible to retrieve. A precise one names the client, the matter number, the clause and the governing provision. Some firms add a confidentiality legend above the heading (privileged and confidential, attorney work product, or the local equivalent); check the house style and the jurisdiction before copying a US legend into a Swiss or EU file.
Question presented
The question presented is a precise statement of the legal issue to be analysed. A workable formula is "Under [law], does [party] [act or outcome] when [material facts]?" It should be specific enough to be meaningful and broad enough to cover the issues that matter, and it should foreshadow the answer without giving it.
A well-drafted question does two things: it disciplines the author's analysis and it signals to the reader exactly what ground the memo will cover. If you cannot write the question in two sentences, you probably have two memos.
Brief answer
The brief answer directly answers the question presented in two to four sentences. It is the memo's thesis, stated up front, and it should never be evasive: yes, no, probably, or probably not, followed by the main reason and the most important uncertainty. "It depends" is not a brief answer unless the next sentence says what it depends on.
Statement of facts: make the memo traceable to the file
Before writing the discussion, identify where each material fact comes from. Keep a short working record with these fields: fact; source document; page or paragraph; agreed or disputed; follow-up needed. A reviewer should be able to distinguish the evidence from your assumptions without reconstructing the entire file.
Organise the facts chronologically, include the facts that hurt your likely conclusion, and leave out anything the discussion does not use. For a practical starting point, use our guide to organising legal case files; a well-kept file is what makes this section quick to write.
Discussion: IRAC, one issue at a time
The discussion is where the analytical work lives. It applies the relevant law to the specific facts using IRAC (Issue, Rule, Application, Conclusion) or a variant such as CREAC that leads with the conclusion. Organise it by legal issue, not chronologically, with a sub-heading for each issue.
- State the controlling rule clearly before applying it, with a pinpoint citation and the date you checked it.
- Use the specific facts of the matter, not hypotheticals, in the application.
- Address the strongest counterargument fairly, including where it weakens your conclusion.
- Close each issue with a provisional conclusion and the uncertainty that remains.
Legal memo example: a short IRAC discussion
Fictional internal-policy exercise, not a statement of law. A made-up office policy says that a draft may be marked "reviewed" only after a named reviewer has checked its sources and recorded approval. The example shows the shape of the reasoning without inventing a court decision.
- Issue: Can draft v2 be marked reviewed?
- Rule: The fictional policy requires both source checking and recorded approval.
- Application: The activity log records a source check but no approval. A colleague says approval was given verbally; that assertion needs confirmation and does not itself supply the required record.
- Conclusion: Keep v2 in review until the reviewer's decision is recorded.
In a real memo, replace the invented policy with verified legal authority and apply it to the actual matter. Columbia Law's guide to organising a legal discussion walks through the analytical structure in more depth. Tight research underpins all of it; if the rule section is thin, go back to legal research before you write the application.
Conclusion and recommendations
The conclusion summarises the findings and, crucially, offers practical recommendations. A memo that ends at "the law is unclear" without guidance leaves the client no better off than before.
Strong conclusions tell the reader what to do next: recommend a course of action, identify the risks of each option, and flag any additional information needed to refine the analysis. If the answer changed between the brief answer and the conclusion, the memo is not finished.
Before you send the draft for review
- Does the question match the analysis?
- Can each material fact be traced to a source?
- Have you checked the authority and its relevance to the jurisdiction?
- Does the discussion address competing arguments fairly?
- Are assumptions and unresolved questions visible?
- Is the next action assigned to a person?
For the research stage, see our overview of legal research methods. If you use AI to prepare a first draft, retain responsibility for checking every factual and legal statement.
Memo to file: the shorter form
Everything above describes the full, predictive legal memorandum: a question, an analysis and an answer. A memo to file is the other document that carries the word memo, and it does a different job. It is the short internal note recording something the matter file would otherwise forget: a client call, an oral instruction, a decision and the reasons for it, a conversation with opposing counsel. Nobody outside the firm reads it, which is exactly why it gets skipped, and why it matters when a dispute or an audit arrives two years later. The two documents share a heading and nothing else: a memo to file records what happened, a legal memorandum argues what the law does with it.
Memo to file template
Copy this into your matter template. Every line has a job; delete nothing without a reason.
MEMORANDUM TO FILE
Matter: [Client] / [Matter name and number]
Date: [Date of the event recorded]
Author: [Name, initials]
Re: [One line: what happened, e.g. "Call with client on settlement authority"]
Participants: [Names and roles of everyone involved]
Summary
[Two to four sentences: what was discussed or decided, and the outcome.]
Details
[Chronological account. Quote instructions verbatim where they matter.
Note anything the client was warned about and how they responded.]
Decisions and instructions
- [Decision 1, who made it, on what basis]
- [Instruction received, from whom]
Open points and next steps
- [Action, owner, deadline]
Documents referenced
- [Filename or exhibit reference, location in the file]
Write it the same day. A file memo drafted from memory a week later has a fraction of its evidential value, and courts and regulators know the difference.
How long should a memo to file be?
As long as the event, and no longer. A routine call is half a page. A meeting where the client rejected your advice deserves a full page, with the advice and the rejection both recorded verbatim. A memo to file is not the place for analysis: record what was said and decided, and put the legal reasoning in a memorandum built to the format above.
Three tests before you save it: could a colleague who has never touched the matter understand what happened; could you defend every sentence under cross-examination; is every follow-up action assigned to a named person with a date.
Writing rules for file memos
A memo to file is read quickly today and scrutinised years later. A few rules make it useful in both cases.
- Write in the active voice and the past tense: "The client confirmed", not "It was confirmed".
- Separate what was said from what you think about it; if a comment is needed, label it as one.
- Name people, not roles: "Ms Dupont stated", not "opposing counsel stated".
- Tie every statement to a document where one exists, with its reference in the file.
- Save the memo next to the document or email it concerns, never in a personal folder.
Legal memos as AI input
Legal memos also increasingly serve as inputs to AI systems: structured analysis that can be referenced, retrieved and built upon in future matters. A memo written to this format is easy for a reviewer to check and easy for an AI legal assistant to reuse when the same question comes back in another file.
Frequently asked questions
How long should a legal memorandum be? As long as the question requires and no longer. A single-issue memo for a partner is often two to four pages; a multi-issue memo for a client file can run to ten or more. The brief answer should fit on the first page whatever the total length.
What is the difference between a legal memorandum and a memo to file? A legal memorandum answers a legal question with analysis and a recommendation. A memo to file records an event, an instruction or a decision so the file shows what happened and why. The memo to file template above covers the shorter form.
How long should a memo to file be? Half a page for a routine call, a full page when the client rejected your advice and both the advice and the rejection need recording verbatim. It is a record, not an analysis: if the matter needs legal reasoning, that belongs in a memorandum of its own.
IRAC or CREAC? Both work. IRAC (Issue, Rule, Application, Conclusion) is the default in most firms and law schools. CREAC (Conclusion, Rule, Explanation, Application, Conclusion) leads with the answer and suits readers who want the result before the reasoning. Pick the one your reviewer expects and use it consistently.
Is a legal memo objective or persuasive? Objective. A legal memorandum predicts the likely outcome and says where the analysis is weak. Persuasive writing belongs in a brief or a submission to a court, where the same facts and authorities are arranged to win.
Can AI write a legal memorandum? AI can produce a structured first draft, summarise the file and surface authorities, and it does that well when it works from your own documents. It cannot take responsibility for the answer. Use it to get from a blank page to a draft in the format above, then check every fact and every citation yourself.
If memos eat too much of your week, dictating the analysis and letting an AI legal assistant handle structure, citations and the first draft can cut drafting time dramatically. Whisperit combines that with AI for lawyers that keeps the file, the research and the draft in one Swiss-hosted workspace; see the pricing for plans built for legal teams.