in this lesson we will explore an important type of document created by lawyers and that is the legal memorandum the legal memorandum is important for two reasons one of those reasons is its actual usage in terms of memorializing legal analysis that a lawyer has already performed and putting it into a usable form the second reason a legal memorandum is important is even when it is not directly followed stylistically the type of analysis that it represents is useful and shows up in lots of legal documents so to put that another way if you understand what a legal memorandum looks like and what it does you will recognize many of its characteristics in other analysis documents that are prepared by lawyers now the purpose as i mentioned of a legal memorandum is to convey and memorialize information and analysis about a certain area of the law now this is typically done for a client so it's with reference to a specific client matter these types of memoranda are not usually written in the abstract instead they are focused on a specific legal problem and what the lawyer has thought about that based upon research and comparison of the cases and analogical reasoning and many of the things that we have discussed in this course now the memorandum has a current purpose and like any other memorandum it is to communicate to the person to whom it's addressed often that might be a more senior partner sometimes it might be the general counsel in a client firm but regardless of that it its current purpose is essentially exactly what it says now the future purpose of a memorandum is to prevent anyone from having to recreate the wheel so to speak once a lawyer has put in the time and effort to create legal analysis we want it to be memorialized in a form that someone could pick up later and see what had been done maybe carry the research forward maybe apply the research to a somewhat different set of facts but regardless of that the idea is we don't want to redo the work and the work needs to be in a style that could be picked up by a different lawyer later on the traditional legal memorandum will do all of these things now what's this document going to look like well when you read one the analysis typically should be objective not persuasive that means even though there may well be a real client who's involved in the case this document is not written to persuade anybody one way or another about who ought to win on a particular issue instead the purpose of the memorandum is to look at both sides and to give an unbiased opinion of what the weight of the law would tend to predict as an outcome now that's not necessarily going to be precise but it is something that is useful in client decision making processes now because the analysis itself is objective that means the tone and the language should also be objective and a better legal writer who writes one of these is not going to make one side sound better than the other and you may think to yourself wait a minute what if i'm the client i want it to sound good for me actually you don't you want it to sound realistic you want it to be coldly objective so that you know this is exactly what you face no rose-colored glasses here in looking at the resolution of a legal problem now the practice of law as you might gather from many sources has lots of places where attorneys engage in advocacy what you should know about a memorandum is that that is not one of those places objective analysis is not meant to push for one side or another and a person who's writing one of these memoranda should imagine that there is a person on the other side who we will call the reader and the reader actually has two identities the first of these is a primary reader and that's the person usually another lawyer to whom the memo is directly addressed and we understand in most cases that that other lawyer has some knowledge of the facts of the case maybe would even know something about the law but that's not who we most have in mind we actually have our imaginary reader most in mind a secondary future reader and although this could be an attorney in the same office we need to set the stage for this person knowing nothing about the particular case the reason for that is because there has to be context in the memo that means we need to know things about the facts of the underlying case we need to know things about the facts of the precedent cases being analyzed effectively we want a new person to be able to jump into the analytical shoes of the original writer of the memo therefore language in a formal legal memorandum should not be cryptic it should have lots of context about it while still trying to be concise and to the point if a memo is written such that it is comprehensible to both the primary and the secondary reader with a little more of a focus on the second reader instead of the first then usually we're going to be in good shape for both types of readers let's get into some of the mechanics of what a memorandum looks like the first part is like any other document that you might see going about in office it'll say at the top memorandum it'll have a person to whom it's directed either an attorney by name sometimes these things are written to the file recognizing the fact that anybody might pick them up we need to know who wrote the memorandum so the writer will always put his or her name on it we need to know the date of the memo not just as a nicety but because that shows us that any changes in the law after that date that's written at the top of the memo are not going to be accounted for in other words if a later attorney wants to update the research we need to know when the first research ended so that's going to be uh again the date of the first delivery of the memo to a reader which is at the conclusion of the the writer's research and then finally there will be a reference line which is a brief but meaningful description of the legal matter and of the client so fairly mundane things that are up at the top of a legal memorandum now beyond that a typical formal memo will have certain major divisions and these are the big picture at the top the questions presented these are the issues that the memo is going to deal with and there's a form in which they are usually stated there's a direct response to the questions presented that are known as brief answers or maybe just brief answer if there was only one question some people call them short answers it's the same thing doesn't really matter and again this is a very capsule summary q a of this is what the memo was looking into and this is what it determined after that a full memorandum will have something called a fact statement or a statement of facts this is simply a telling of the story in its legal relevance and context that set up the problem that the memo is trying to analyze after that the largest section of a memorandum is called the discussion the discussion is where the complete analysis will be memorialized and that's going to include the iraq form that you should read about in your text and that we're also discussing in these lessons finally there's a formal conclusion section that sort of puts a bow on things and wraps up all the analysis usually in one paragraph but the meat of the analysis occurs in the discussion section where there is an iraq form issue rule application and conclusion for each and every separate issue now the discussion section can vary from memorandum to memorandum so don't expect that every one of these are going to look the same the basic type of a memo will be a single issue discussion and in that case the single issue will have one iraq analysis and that analysis usually will have no subsection divisions underneath it why because you're just trying to answer one question beyond that however many legal issues are more complex they could have sub issues maybe it's different elements of a claim or maybe it's even different claims and in those situations we will likely have a multiple issue discussion and these subsection divisions will each typically have an iraq analysis of whatever fits under the particular subsection now why is this iraq organization the standard why are we going to enforce this on attorneys who are writing out their formal legal analysis well there's several reasons for this why attorneys would follow iraq or one of its variations and one is the fact that the form requires a legal writer to go through all the major analytical steps if you do all the pieces in an iraq analysis then you won't miss anything along the way next we want other law trained readers and after this course that could include you we want those people to be able to read this format because it's what they expect if something has been legally analyzed in a common law manner then and the result is a memorandum the reader will know what she's getting it's exactly what would include all of those steps and it communication is easier when everybody's using the same format the third and perhaps most important reason for iraq organization being a standard is that it works standard organization for legal analysis isn't an accidental relic of history the reason lawyers keep using it even when they're making persuasive arguments not just objective memoranda is that it gets to the to the crux of the matter it goes through all the major steps resolves questions and creates something in writing that is comprehensible to other people who are engaged in legal analysis or working with the legal system so let's take a diversion here and i want to explain a little bit more why we're so nitpicky in legal writing about discussion being layered in a certain manner so i'm going to suggest you that a well-organized and well-analyzed discussion of a legal issue is like a lasagna remember i mentioned layers just a moment ago and by the way credit here to professor sheila simon at southern illinois university who put together the concept and shared these pictures and they are their fantastic way of understanding what's going on with the memorandum so how is a memo like a lasagna like i said it's got layers they go in places where people expect them to be and the result is something generally that readers like they know what they're getting everything has been done appropriately so so far so good as we can see here you bring the proper lasagna to the table everybody is happy so we're going to think of these people sitting around the table as the as the other attorneys or as informed clients and maybe that's the lawyer bringing the memorandum to the table now this these things can be done poorly think about omitted analysis or what we could call a half-baked memo this lasagna that you see on the screen has all the same ingredients of the properly cooked one yet the taste is not right why because it's not layered in the way that the readers sitting around the table would expect it is literally a half-baked memo and that is not going to memorialize or involve good legal analysis that is effectively communicated to another person so if you're the client in this instance and you see a document like this you might say remind me again why i hired this lawyer because it's just not that good even though it's got the right ingredients they're not put together properly so that's one thing that can go wrong with a memorandum now another thing that could go wrong is what i'll call here lasagna in a blender once again all the same ingredients except they're not put together in the expected form if there is a lack of obvious and expected organization in a memo it's going to be like taking lasagna from a blender it's got all the ingredients it may even be cooked but something isn't quite right it's not that pleasant to read or deal with and so clients or more senior lawyers might have this sort of a reaction to the lasagna that's why it's incredibly important for a good discussion to have the proper iraq type structure so let's wrap up this lesson what have we learned here about objective legal memoranda of the sort that you will see more of in this course first the tone and treatment of issues in a memo should be even-handed it's not a place to make arguments favoring one side or the other there are documents in which lawyers do make arguments it just so happens a memorandum is not one of them second the format of a legal memorandum is meant to memorialize legal analysis for two audiences the primary reader in the first instance and then a secondary reader who might want to see what was done and what mental gymnastics occurred previously then finally if we don't follow the organization in putting together a memorandum then its usefulness will be hindered it's not going to be as functional as it should be so again better lawyers at least the lawyers who are better writers will have stronger analytical skills on display in legal memoranda so if you ever look at a lawyer's file and see these kind of documents you would want to be on the lookout for ones that are better reason and fully fleshed out that brings us to the end of this lesson on the form and function of a legal memorandum