Writing a memorandum of law means producing a written analysis of how the law applies to a specific set of facts, and in most offices that means an internal, objective document rather than something filed with a court. Learning how to write a memorandum of law well comes down to a few disciplined moves: pin down the exact question you have been asked, research until you can state the governing rule cleanly, lay the facts out neutrally, work through the analysis in a predictable structure, and tell the supervising attorney the honest answer, including the parts that hurt the client.
Know Which Kind of Memo You Are Writing
Before the first sentence, be clear on which document you are producing. An internal office memorandum is objective. Its job is to give the assigning attorney a realistic picture of the client’s chances, including the bad news, so the firm can make informed decisions about strategy, settlement, or whether to take the case at all. A court-filed memorandum of law, sometimes called a memorandum of points and authorities, is persuasive, filed with a court to support a motion, and written to marshal the strongest arguments for your client while still disclosing directly adverse authority. The two look similar on the page and both contain facts, discussion, and a conclusion, but tone, framing, and purpose diverge from the first line. Everything that follows assumes the internal, objective version.
The Sections an Office Memorandum Contains
Office memoranda follow a consistent format so that any attorney can pick one up and find what they need quickly. The standard sections are:
- Heading, which identifies sender, recipient, date, and subject matter.
- Question Presented, which states the legal issue to be analyzed.
- Brief Answer, which gives a direct, short response.
- Statement of Facts, which lays out the relevant factual background neutrally.
- Discussion, which contains the full legal analysis.
- Conclusion, which summarizes your findings and may suggest next steps.
Some offices add a short summary section between the Brief Answer and Statement of Facts for complex, multi-issue memos. Others combine the Brief Answer and Conclusion. Follow whatever format your office uses; consistency within the firm matters more than any single textbook model.
The heading itself is simple. List the recipient, sender, date, and a “Re:” line identifying the client, matter, and topic. Make the “Re:” line specific enough that someone searching the firm’s files years from now can tell what the memo covers without opening it. “Re: Smith v. Acme Corp. — Statute of Limitations for Breach of Contract Claim” is useful. “Re: Smith Matter” is not.
Writing the Question Presented
The Question Presented is where many writers stumble, and getting it wrong distorts everything downstream. The goal is a single sentence, occasionally two, that weaves together three elements: the applicable law, the legal question, and the key facts that make the question debatable. Two formulas work well:
- “Under [applicable law], does [legal question] when [key facts]?”
- “Whether [legal question] under [applicable law] when [key facts].”
For example: “Under the Family and Medical Leave Act, can an employer terminate an employee who missed five consecutive days of work due to flu-like symptoms when the employee notified the employer by phone and email within four days of deciding to take leave?” The legally significant facts are baked right into the question. A Question Presented that reads “Does the FMLA protect Ms. Owens?” is too vague to be useful; it does not tell the reader what factual scenario is actually at stake.
Keep the framing objective. Avoid language that assumes the answer, like “Did the employer wrongfully terminate…” The word “wrongfully” presupposes a legal conclusion your analysis has not yet reached.
Writing the Brief Answer
The Brief Answer does exactly what its name suggests. Open with a clear position — “Probably yes,” “Probably not,” or “Yes, but only if…” — then give a few sentences explaining why. Three to five sentences is typical. It should be self-contained, meaning a reader can understand your conclusion and its reasoning without flipping to any other section. Skip citations here as a general rule. The Discussion is where you show your work; the Brief Answer just delivers the verdict.
Writing the Statement of Facts
The Statement of Facts establishes every piece of factual information your analysis will rely on. Think of it as a contract with the reader: if a fact appears in the Discussion, it must first appear here. Conversely, do not clutter this section with background details that play no role in the legal analysis.
Organization matters. Three approaches work depending on the situation:
- Chronological, presenting facts in the order they happened. This works best when the timeline itself is central to the legal question, such as a statute of limitations issue.
- Topical, grouping facts by subject matter. Use this when the memo addresses multiple distinct legal issues that involve different sets of facts.
- Combined, organizing by topic and then telling each topic’s story chronologically. This is the most common approach for complex memos.
Objectivity is non-negotiable here. Include facts that hurt your client’s position alongside facts that help it. The assigning attorney needs the full picture. Avoid characterizing facts with loaded language; write “the employee arrived 45 minutes after the shift began” rather than “the employee was extremely late.” Let the reader draw conclusions from the facts themselves.
Writing the Discussion
The Discussion is the engine of the memorandum, and it is where most of the writing time goes. Your job is to lay out the relevant legal rules, explain how courts have applied them, and then apply them to your facts. Without a clear organizational framework, this section quickly becomes a disjointed string of case summaries that forces the reader to do your analytical work.
The CREAC Framework
Most legal writing programs teach some version of CREAC, sometimes called IRAC or CRAC. The core idea is the same. CREAC stands for Conclusion, Rule, Explanation, Application, Conclusion:
- Conclusion. Open with your bottom-line answer for this issue or sub-issue. “A court would likely find that the employer provided adequate notice.”
- Rule. State the legal rule that governs. Pull it from statutes, regulations, or case holdings.
- Explanation. Show how courts have interpreted and applied the rule in past cases. Do not summarize entire opinions. Extract the reasoning that matters for your facts.
- Application. Apply the rule to your specific facts. Draw direct comparisons and contrasts with the precedent cases. Nearly every sentence in this part should connect a fact from your case to an element of the legal rule.
- Conclusion. Restate your conclusion for the issue, now reinforced by the analysis.
Repeat the CREAC structure for each separate legal issue or sub-issue. If the Question Presented involves a multi-element test, each element typically gets its own CREAC cycle. Use clear headings or subheadings so the reader can follow where one issue ends and the next begins.
Synthesize Rules, Do Not Just List Cases
One of the hardest skills in legal writing is synthesizing rules from multiple cases into a single coherent standard. New writers tend to discuss cases one at a time: “In Case A, the court held X. In Case B, the court held Y.” That forces the reader to piece together what those holdings mean collectively. A synthesized rule statement pulls together the principles from multiple decisions into one formulation, usually placed at the beginning of the section.
Instead of describing three separate eyewitness-reliability cases in sequence, you might write: “Courts have found eyewitness testimony reliable when the witness observed the subject’s facial features clearly, for more than a few seconds, in adequate lighting conditions.” That single sentence captures the combined holdings and gives the reader a workable standard before you discuss the individual cases. Cite each case that contributes a proposition to the synthesized rule.
Address the Counterarguments
Because the memo is objective, you must address how the opposing side would likely argue the issue. This is not a weakness in your analysis; it is the whole point. The assigning attorney needs to know where the vulnerabilities are. After the Application step, add a section that identifies the strongest counterarguments and explains how a court might respond. If the counterargument is genuinely strong, say so.
Writing the Conclusion
The Conclusion is not a place to repeat the entire Discussion in compressed form. Its purpose is to give a clear, actionable summary: restate your answer to the Question Presented, highlight the one or two factors most likely to determine the outcome, and, where appropriate, suggest next steps. Those steps might include additional factual investigation, further research on an unresolved sub-issue, or strategic recommendations.
Do not introduce new legal arguments or facts in the Conclusion. If something belongs in the memo, it belongs in the Discussion. The Conclusion should leave the reader with a confident understanding of where things stand, nothing more.
Citing Legal Authority
Every legal assertion in the Discussion needs a citation. This is not a formality; it lets the reader verify your analysis and assess the weight of the authority you rely on. A memo peppered with unsupported legal statements reads as guesswork, no matter how well-reasoned the prose.
The two dominant citation systems in U.S. legal practice are The Bluebook and the ALWD Guide to Legal Citation. Most law schools and courts use the Bluebook. The two follow similar structures but differ in some details; for instance, the Bluebook requires a citation after every sentence drawn from a source, while ALWD allows a single citation at the end of a paragraph when every sentence in that paragraph refers to the same page from the same source. The Bluebook also splits its rules between “Blue Pages” for practitioner documents like memos and briefs and “White Pages” for academic writing, while ALWD marks academic formatting separately. Whichever system your office or professor requires, use it consistently throughout the document.
For electronic sources with no traditional print equivalent, provide the author, title, website name, date, and URL. If the URL is unwieldy, give the root URL with a parenthetical explaining how to navigate to the source. Digital copies of printed sources generally do not need a URL unless the print version is obscure or the URL meaningfully improves access.
If You Use AI to Draft
Generative AI tools can speed up early drafting, but they create a serious professional responsibility trap: they fabricate citations. AI models routinely generate case names, reporter volumes, and page numbers that look perfectly real but correspond to no actual decision. Filing a document with invented citations can result in sanctions, and even in an internal memo it destroys your credibility with the supervising attorney.
The American Bar Association’s guidance is unambiguous. Lawyers must verify every citation, confirm every piece of reasoning, and ensure that AI-assisted work meets the same standard as work produced by a junior colleague. Cited cases and statutes must actually exist and must still be good law. Treat any AI-generated draft the way you would treat a first draft from someone you do not fully trust: useful as a starting point, dangerous if submitted without independent verification against primary sources.
Beyond citations, watch for subtler AI errors like mischaracterizing holdings, conflating majority opinions with dissents, or applying law from the wrong jurisdiction. ABA Model Rule 3.3 requires lawyers not to make false statements of law to a tribunal, and while an internal memo is not filed with a court, the habits you build in internal work carry directly into documents that are.1American Bar Association. Rule 3.3 Candor Toward the Tribunal
Mistakes to Catch Before You Submit
Certain errors show up in memo after memo, especially from newer writers. Recognize them in advance and you will spend less time rewriting:
- Advocacy disguised as analysis. The most damaging mistake is unconsciously slanting the memo toward the client’s preferred outcome. If you catch yourself downplaying unfavorable cases or softening bad facts, step back. The assigning attorney will eventually discover the weaknesses, and it is better they learn from your memo than from opposing counsel.
- Case-by-case organization instead of synthesis. Listing cases sequentially without connecting their holdings into a workable rule forces the reader to do the analytical heavy lifting. Synthesize first, then use individual cases to illustrate.
- Facts appearing out of nowhere in the Discussion. If a fact matters enough to analyze, it matters enough to include in the Statement of Facts. Introducing new facts mid-analysis signals disorganized drafting.
- Vague or conclusory application. Writing “the facts here are similar to those in Jones” without specifying which facts and why they matter is not analysis. The Application step should be the most detailed part of your CREAC cycle.
- Overly long quotations from cases. Block quotes are a crutch. They signal that you could not distill the court’s reasoning into your own words. Paraphrase the holding and quote only the specific language that truly needs to be reproduced verbatim: a key phrase, a legal standard, a test the court articulated.
One habit worth building: before you submit, read the Question Presented and then skip directly to the Conclusion. If the Conclusion does not clearly and directly answer the Question Presented, something went wrong in between, and that is what to fix before anyone else reads the memo.