A legal research memo answers one question for one reader. In US practice that reader is often a supervising attorney, a general counsel or a litigation team that needs to decide what to do next. A good legal memo template keeps the answer at the top, shows the authority behind it, and makes the weak points visible before anyone relies on it.
This guide covers the legal memorandum format most US lawyers learn (question presented, brief answer, facts, discussion, conclusion), how IRAC and CREAC fit inside the discussion, how to separate mandatory from persuasive authority, why you label memos, and what to check before you send one. It focuses on federal law. Where state rules differ, the guide says so. A UK version for England and Wales is at legal research memo template for the UK.
What is the standard legal memorandum format in the US?
Most office memos follow this order, even where the headings differ.
| Section | What it does | Common mistake |
|---|---|---|
| Heading | To, from, date, matter, privilege label | Missing the research cut-off date |
| Question presented | States the precise legal question, with the key facts and jurisdiction | Asking a question so broad that no answer is possible |
| Brief answer | Answers each question in a few sentences, with conditions | Hedging so much that the reader cannot find the answer |
| Statement of facts | Sets out the facts the analysis relies on, including bad facts | Mixing assumptions with confirmed facts |
| Discussion | Works through each issue with IRAC or CREAC | Listing cases without applying them |
| Conclusion | Restates the answer and the next steps | Adding new analysis that the discussion never covered |
A memo is not a brief. It predicts how a court or agency is likely to decide, and it must be candid about the risk. Write the brief answer last.
Frame the question narrowly. "Can the company terminate the supplier?" is too wide. "Under New York law, did the supplier's two late deliveries in March 2026 give the company a right to terminate under section 14.2 of the supply agreement without a cure period?" names the governing law, the facts, the clause and the remedy. If one missing fact could reverse the answer, say so in the question or the brief answer.
Which privilege and work product labels belong on a US memo?
Put a label in the heading, but treat it as handling guidance, not as protection.
In federal civil cases, Federal Rule of Civil Procedure 26(b)(3) protects work product. It covers "documents and tangible things that are prepared in anticipation of litigation or for trial" by or for a party or its representative, including the party's attorney. Those materials can still be discovered if the other side shows substantial need and cannot get the substantial equivalent without undue hardship. Even then, the court "must protect against disclosure of the mental impressions, conclusions, opinions, or legal theories of a party's attorney or other representative concerning the litigation." A research memo prepared for a live or anticipated dispute is the kind of document this rule reaches. A memo written for ordinary business planning may not be.
Attorney-client privilege is a separate question. Federal Rule of Evidence 501 says the common law, as interpreted by federal courts, governs privilege claims unless the Constitution, a federal statute or Supreme Court rules provide otherwise. It adds that "in a civil case, state law governs privilege regarding a claim or defense for which state law supplies the rule of decision." The Federal Rules of Evidence apply to proceedings in United States courts; for a state court, check its own privilege rules. So a memo about a state-law contract claim may be judged under state privilege law, even in federal court.
For in-house teams, Upjohn Co. v. United States, 449 U.S. 383 (1981) rejected the "control group test" for federal privilege in the corporate setting. The Court also said: "The privilege only protects disclosure of communications; it does not protect disclosure of the underlying facts by those who communicated with the attorney." Keep that in mind when you write the facts section. The facts themselves stay discoverable.
Federal Rule of Evidence 502 deals with waiver, not with whether protection exists. Among other things, it limits when an inadvertent disclosure in a federal proceeding operates as a waiver. Its explanatory note states that the rule "makes no attempt to alter federal or state law on whether a communication or information is protected under the attorney-client privilege or work-product immunity as an initial matter." That is the plain answer to the label question: the label records your view, and the law decides. If the memo relates to a dispute you can see coming, your litigation readiness plan should say who decides privilege handling and where protected work is stored.
What legal memo template can you copy?
Paste this template into a new document and delete the bracketed guidance before you circulate it.
**MEMORANDUM**
**To:** [Name, role]
**From:** [Name, role]
**Date:** [Date sent]
**Re:** [Matter name, client or business unit, internal reference]
**Label:** [Your organization's approved marking, e.g. Privileged and Confidential / Attorney Work Product, applied only where counsel has decided it fits]
**Jurisdiction and forum:** [Federal or state; court, circuit or agency]
**Research cut-off:** [Date the research was last updated]
## Question presented
[One precise question per issue. Name the governing law, the key facts and the legal standard.]
## Brief answer
[Answer each question in two to four sentences: likely outcome, the main condition it depends on, and the strongest point against it.]
## Statement of facts
- Confirmed facts (source document for each): [ ]
- Facts from client or business instructions, not yet verified: [ ]
- Assumptions made for this memo: [ ]
- Open factual questions: [ ]
## Discussion
### Issue 1: [Issue as a question]
**Conclusion:** [Short answer for this issue]
**Rule:** [Statute, regulation or holding, with pinpoint citation]
**Explanation:** [How courts have applied the rule; compare facts of key cases]
**Application:** [Apply the rule to your facts, both sides]
**Conclusion:** [Restate, with the level of confidence]
### Counterarguments and adverse authority
[Contrary cases, circuit splits, unsettled questions, and why they do or do not change the answer.]
Conclusion and next steps
[Answer, confidence level, facts or documents still needed, deadlines, who decides next.]
Authority log
| Authority | Court / issuer and date | Mandatory or persuasive here | Pinpoint | Citator checked on | Proposition supported |
|---|
Review record
Prepared by: [Name, date] Cite-checked by: [Name, date] Reviewed by: [Name, date] Version: [ ]
The authority log lets a reviewer check every proposition without rereading every case.
## How do you use IRAC and CREAC in the discussion?
IRAC and CREAC are ways to order each issue, not rules of law. Pick one and use it the same way across the memo.
| Step | IRAC | CREAC |
|---|---|---|
| 1 | Issue: the question for this section | Conclusion: your answer first |
| 2 | Rule: the governing legal standard | Rule: the governing legal standard |
| 3 | Application: rule applied to facts | Explanation: how courts have applied the rule in decided cases |
| 4 | Conclusion | Application: rule applied to your facts |
| 5 | | Conclusion: restated |
CREAC suits most office memos because the reader gets the answer first. The explanation step is where the work happens. Show how two or three key cases came out on their facts, then compare your facts point by point. A sentence such as "in [Case A] the delay was [60] days and the court found a material breach; here the delay was [9] days" is far more useful than a string of citations.
State the rule at the narrowest level the authority supports. When there are several elements, give each one its own short sub-section.
## How do you tell mandatory from persuasive authority?
Your conclusion depends on which authorities actually bind the court that will decide the issue. LII's Wex entry on [mandatory authority](https://www.law.cornell.edu/wex/mandatory_authority) describes it as authority "that is binding and must be followed," and notes that "judicial decisions by higher courts are mandatory authority for lower courts." Its entry on [persuasive authority](https://www.law.cornell.edu/wex/persuasive_authority) describes a source that "carries some authoritative weight but that does not bind a court," and says "a decision by a court of one jurisdiction is persuasive authority for courts of another jurisdiction."
In practice, sort every authority before you rely on it:
| Authority type | Likely weight | Memo note |
|---|---|---|
| Governing constitution, statute, regulation | Mandatory in its jurisdiction | Check the version in force on the relevant date |
| Decisions of higher courts in the same jurisdiction as your forum | Mandatory | Confirm the decision has not been reversed or overruled |
| Decisions of courts of the same rank | Often persuasive only | Check whether your court treats its own earlier decisions as binding |
| Decisions from other states or circuits | Persuasive | Useful where your jurisdiction has not decided the point |
| Unpublished or non-precedential opinions | Check local rules | See FRAP 32.1 below |
| Treatises, law reviews, restatements | Persuasive (secondary) | Use to find primary law, not to replace it |
For federal appeals, [Federal Rule of Appellate Procedure 32.1](https://www.law.cornell.edu/rules/frap/rule_32.1) says a court may not prohibit or restrict citation of federal opinions designated "unpublished" or "non-precedential" if they were issued on or after January 1, 2007. The committee note adds that the rule "says nothing about what effect a court must give" to such opinions. Being allowed to cite an opinion does not make it binding. For a state court, check that court's citation rules.
Run every case you rely on through a citator before the memo goes out, and record the date in the authority log. Most US lawyers format citations to the Bluebook or to a court's local citation rules, so follow the convention your reader expects.
## How should a memo handle adverse authority?
Put it in the memo. A memo that hides bad law fails the reader, and it can lead to a worse problem later in court.
[ABA Model Rule 3.3(a)(2)](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_3_3_candor_toward_the_tribunal/) says a lawyer shall not knowingly "fail to disclose to the tribunal legal authority in the controlling jurisdiction known to the lawyer to be directly adverse to the position of the client and not disclosed by opposing counsel." That duty is owed to a tribunal, not to the reader of an internal memo. But if the matter reaches court, the team will need to know about that authority. Flag it in the memo so the decision about how to deal with it is made early.
[ABA Model Rule 1.1](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/) requires "the legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation." [Comment 8](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/comment_on_rule_1_1/) says a lawyer "should keep abreast of changes in the law and its practice, including the benefits and risks associated with relevant technology." The ABA keeps a [list of jurisdictions that have adopted the Model Rules](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/alpha_list_state_adopting_model_rules/); check the version your state adopted.
## How do you make a memo useful to an in-house reader?
In-house readers need a decision. Tie the conclusion to the decision in front of the business: approve, renegotiate, send a notice, hold, or escalate to outside counsel. Name deadlines and who owns each next step. If the answer feeds an approval, route it the way your [contract approval matrix](/blog/contract-approval-matrix-legal-operations) sets out, so the right person signs off.
Move long case comparisons into an appendix, and say what the memo does not cover, such as tax or another state's law.
## What should you check before you send the memo?
- [ ] The question presented matches the assignment, jurisdiction, forum and relevant date.
- [ ] The brief answer responds to every question and states its main condition.
- [ ] Confirmed facts, unverified instructions, assumptions and open questions are separated.
- [ ] Every authority is marked mandatory or persuasive for this forum.
- [ ] Statutes and regulations were checked for the version in force on the relevant date.
- [ ] Every case was read in full, and pinpoints match the passage cited.
- [ ] Every case was run through a citator, with the date recorded.
- [ ] Unpublished opinions are flagged, and local citation rules were checked.
- [ ] Adverse authority in the controlling jurisdiction is addressed, not buried.
- [ ] Federal and state differences on privilege, procedure and conduct rules are noted where they matter.
- [ ] The label in the heading follows counsel's decision and the organization's policy.
- [ ] Quotations, names, dates and citation format were checked against the source.
- [ ] A supervising attorney reviewed the memo before anyone relies on it.
Read the memo three times: once for logic, once against the sources, and once as the reader. Archive the final memo with its authority log, and if later law changes the answer, update the memo and its date.
Gotham lets US legal teams research federal and state case law, the U.S. Code and federal regulations, review contracts at scale and draft in Word, in one workspace, with every answer citing the passage it relies on. Data for US customers is stored in the United States; see [Gotham for US legal teams](/us) or [talk to us](/contact) about your memo workflow.
Questions about legal memo templates in the US
What is the standard format for a legal memo?
Most US office memos use a heading block (to, from, date, re), then a question presented, a brief answer, a statement of facts, a discussion and a conclusion. The discussion usually follows IRAC or CREAC for each issue. Firms and courses vary the labels, so follow your supervisor's house style.
What is the difference between IRAC and CREAC?
IRAC runs Issue, Rule, Application, Conclusion. CREAC states the Conclusion first, then the Rule, an Explanation of how courts have applied the rule, the Application to your facts and the Conclusion again. CREAC suits a reader who wants the answer first and needs to see how the rule works in decided cases.
Does marking a memo "privileged" or "work product" protect it?
Not by itself. FRCP 26(b)(3) protects material prepared in anticipation of litigation or for trial, and attorney-client privilege depends on the communication meeting the applicable test. The label helps you track and handle the memo, but the law, not the label, decides protection. In state-law civil claims, FRE 501 points to state privilege law.
What is the difference between mandatory and persuasive authority?
Mandatory authority binds the court that will decide your issue, such as decisions of higher courts in the same jurisdiction and the governing constitution and statutes. Persuasive authority carries weight but does not bind, such as decisions from other jurisdictions and secondary sources.
