Legal Memorandum

Produces an objective, litigation-focused internal memo that answers a legal question and informs strategy. Uses IRAC (Issue, Rule, Application, Conclusion) throughout the Discussion section.

Prerequisites

Gather before drafting:

1. Issue statement — single, answerable legal question with jurisdiction and party posture
2. Jurisdiction — controlling court/forum and choice-of-law constraints
3. Key facts — chronology; label disputed, undisputed, and unknown facts
4. Record sources — pleadings, contracts, statutes, evidence, prior research
5. Audience/purpose — partner review, motion strategy, risk assessment, or settlement posture

Memo Structure

| Section | Requirements | |---|---| | Heading | To / From / Date / Re / Jurisdiction; confidentiality note if needed | | Question Presented | One legally precise sentence; frame for yes/no or short answer | | Brief Answer | 2–4 sentences: likely outcome + key drivers | | Facts | Objective summary; label disputed and missing facts | | Discussion | IRAC per issue: Rule → Application → Counterarguments → Conclusion | | Risk & Strategy | Likelihood ranges, exposure, procedural constraints, next steps | | Conclusion | Direct answer + actionable recommendation | | Appendix (optional) | Authority table, issue tree, or research log |

Core Workflow

1. Research and validate authority

• Identify controlling statutes, regulations, and binding precedent.
• Capture persuasive authority when binding law is thin or split.
• Verify current validity (overruled, superseded, amended).
• Note jurisdictional splits or unresolved conflicts.
• Cite in Bluebook format throughout.

2. Draft Discussion using IRAC

For each issue:

• Rule — synthesize holdings from binding authority; note majority/minority positions.
• Application — apply rules to case facts; address each element.
• Counterarguments — present opposing interpretations; distinguish unfavorable authority.
• Conclusion — state likely outcome for this issue.

3. Assess risk

Use a likelihood table in Risk & Strategy:

| Outcome | Likelihood | Drivers | |---|---|---| | Strong for client | __% | Elements met, controlling precedent, factual support | | Mixed | __% | Fact-dependent, split authority | | Adverse | __% | Unfavorable holdings, statutory barriers |

4. Build authority table (Appendix, if complex)

| Authority | Court/Level | Holding/Rule | Favorable? | Distinguishable? | |---|---|---|---|---|

Pitfalls

• Advocacy creep — maintain neutrality; do not use persuasive rhetoric.
• Ignoring bad authority — address unfavorable holdings directly and explain impact.
• Unverified citations — confirm every authority is current and correctly cited.
• Fact/opinion blur — clearly separate undisputed facts, disputed facts, and unknowns.
• Scope drift — default to U.S. law; flag non-U.S. issues as out of scope unless instructed otherwise.

Key changes from the original:

• Removed tags — not part of the Agent Skills spec; discovery relies on description keywords.
• Tightened description — third-person, clear trigger guidance, under 1024 chars.
• Eliminated the full text template — the Memo Structure table already defines every section; the verbatim template was redundant.
• Consolidated research checklist into workflow — folded validation steps into "Research and validate authority" instead of a standalone checklist.
• Simplified authority table — dropped the "Notes" column to reduce clutter; kept the essential columns.
• Renamed Guidelines → Pitfalls — reframed as named anti-patterns for faster scanning.
• Reduced from 114 to ~62 lines — roughly 45% token savings while preserving all domain-accurate legal content.