Legal Memorandum Template with Examples

A legal memorandum is the backbone of legal analysis in any practice. Whether you are a first-year associate drafting a research memo for a partner or a senior attorney preparing a recommendation for a client, the memo's structure determines whether your analysis is persuasive, clear, and actionable.

This template follows the standard IRAC framework (Issue, Rule, Application, Conclusion) that is taught in every law school and expected in every firm. Below you will find the complete template with field-level instructions and an annotated example.

Legal Memorandum Template

Header

MEMORANDUM

TO:       [Recipient name and title]
FROM:     [Author name and title]
DATE:     [Date of memorandum]
RE:       [Client name] — [Short description of legal issue]
          [File/Matter number]

Formatting note: The RE line should be specific enough that someone can identify the matter without reading further. Compare these two examples:

• Weak: RE: Contract question
• Strong: RE: Greenfield Properties LLC — Enforceability of non-compete clause in commercial lease (Matter No. 2025-0472)

Confidentiality Legend

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressee. Do not distribute without authorization.

Include this on every internal memo. It preserves privilege if the document is later subject to a discovery request.

I. Question Presented

State the legal issue as a specific, answerable question that incorporates the key facts. Use the under-does-when format for precision.

Template:

Under [applicable law], does [legal question] when [key facts]?

Example:

Under Colorado's Uniform Trade Secrets Act, C.R.S. 7-74-102, does a customer list constitute a "trade secret" when the list was compiled over five years using proprietary algorithms, but individual customer names are publicly available through industry directories?

Tips:

• Limit yourself to one question per heading. If there are multiple issues, number them: Question Presented I, Question Presented II, etc.
• Do not argue in the question. State the issue neutrally.

II. Brief Answer

Provide a direct, 2-4 sentence answer that previews your conclusion and the primary reasoning.

Example:

Probably yes. Under C.R.S. 7-74-102(4), a trade secret includes information that derives independent economic value from not being generally known. Although individual customer names are publicly available, the compiled list — reflecting purchasing patterns, preferences, and profitability rankings generated by proprietary algorithms — likely qualifies as a trade secret because the compilation itself is not readily ascertainable. The strength of this position depends on whether the firm took reasonable measures to maintain secrecy.

III. Statement of Facts

Present the relevant facts objectively. Include both favorable and unfavorable facts. Organize chronologically or by topic.

Structure:

1. Background: Who is the client? What is the business context?
2. Key events: What happened, in what order?
3. Current posture: Where does the matter stand now? Is litigation pending? Is a transaction closing?

Example excerpt:

Our client, Apex Analytics Inc., is a data consulting firm that has maintained a proprietary customer database since 2020. The database contains approximately 3,200 entries, each including the customer's name, contact information, contract history, annual spend, and a profitability score generated by Apex's proprietary algorithm. Access to the database is restricted to senior sales staff and requires two-factor authentication.

On November 1, 2025, former employee James Reeves resigned from Apex and joined a competitor, DataFirst LLC. Within two weeks, DataFirst began soliciting twelve of Apex's highest-revenue clients. Reeves had signed a confidentiality agreement at hiring but did not sign a non-compete.

IV. Discussion (Analysis)

This is the core of the memorandum. Follow the IRAC structure for each issue.

A. [First Legal Issue]

Rule:

State the governing legal rule, citing primary authority. Begin with the statute or controlling case, then explain how courts have interpreted it.

Under the Colorado Uniform Trade Secrets Act, a "trade secret" is defined as information that: (1) derives independent economic value, actual or potential, from not being generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. C.R.S. 7-74-102(4).

The Colorado Court of Appeals has held that a customer list may qualify as a trade secret where the list reflects "the end result of a long process of culling relevant information" rather than a mere roster of names. Harvey Barnett, Inc. v. Shidler, 143 P.3d 1082, 1089 (Colo. App. 2006).

Application:

Apply the rule to the client's facts. Address each element separately. Acknowledge counterarguments.

Element 1 — Independent economic value: Apex's customer database goes beyond a simple name list. Each entry includes proprietary profitability scores and purchasing patterns that would take a competitor significant time and expense to replicate independently. The database represents five years of accumulated business intelligence, satisfying the economic-value prong.

Element 2 — Reasonable efforts to maintain secrecy: Apex restricts database access to senior sales staff, requires two-factor authentication, and requires all employees to sign confidentiality agreements. These measures are consistent with what Colorado courts have deemed "reasonable." See Gates Rubber Co. v. Bando Chemical Industries, 9 F.3d 823, 848 (10th Cir. 1993).

Counterargument: Reeves may argue that individual customer names are publicly available through industry directories, and therefore the list has no independent economic value. However, this argument conflates the individual data points with the compiled, analyzed dataset. Courts have consistently held that a compilation can be a trade secret even when its component parts are publicly available. See Shidler, 143 P.3d at 1090.

B. [Second Legal Issue — Repeat IRAC Structure]

Continue with additional issues as needed, each under its own heading.

V. Conclusion

Summarize your analysis and provide a clear recommendation.

Example:

Apex's customer database likely qualifies as a trade secret under the Colorado Uniform Trade Secrets Act. The compiled data has independent economic value, and Apex took reasonable steps to maintain its secrecy. We recommend that Apex (1) send a cease-and-desist letter to DataFirst and Reeves, (2) preserve all evidence of the solicitations, and (3) consider filing for a temporary restraining order if solicitation continues.

VI. Appendix (Optional)

Attach supporting materials that the reader may want to reference:

• Key statutory text
• Relevant case excerpts
• Charts or timelines
• Copies of contracts or agreements at issue

Internal vs. External Memoranda

The template above is designed for internal memoranda — objective analyses written for colleagues within the firm.

External memoranda (opinion letters or client advisories) differ in several ways:

When converting an internal memo to a client-facing document, remove legal jargon where possible, simplify the rule statements, and add a risk-assessment section.

Common Mistakes to Avoid

1. Burying the answer. Partners and clients want the bottom line first. Never make them read ten pages to find your conclusion.
2. Under-citing authority. Every legal proposition needs a citation. If you cannot find authority, say so explicitly.
3. Arguing instead of analyzing. An internal memo is not a brief. Present both sides honestly so the reader can make an informed decision.
4. Ignoring adverse authority. If there is a case that hurts your client's position, address it. Your supervising attorney needs to know.
5. Vague conclusions. "It depends" is not a conclusion. State the most likely outcome and the factors that could change it.

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