成果法律英语

1、How to Write a Memo & Other Legal LettersHow to Write a Memo & Other Legal LettersOverviewI. Purpose What is a Legal Memo?II. IRAC Legal Analysis 101III. The Legal Memo FormatIV. Objective vs. PersuasiveV. Letters of IntentVI. Avoid Creating Binding TermsVII. Questions and AnswersI. Purpose What is

2、a Legal Memo? Legal Memos Can be Used for Many Purposes: I. An Employer Wants Information on a Particular Aspect of LawII. The Bar Exam of the U.S. Tests a Similar SkillIII. The Legal memo uses the preferred format to analyze cases (IRAC or ICRAC)II. IRAC Legal Analysis 101IRAC is the preferred meth

3、od to analyze legal issues and stands for:IssueRuleAnalysisConclusionIssue The Issue will often be the main point the legal memo is trying to address:Examples: Is the defendant liable for breach of contract in this action? Should XYZ company appeal the decision to dismiss the case. What is the corre

4、ct way for the judge to rule on the motion to quash the case? Rule The Rule is the correct rule of law that applies to the issue(s) in the memo. Examples: Beach of Contract occurs when Restatement 3rd, Contracts. There was no probable cause when Cleary vs. Commissioner.Analysis Analysis is your inte

5、rpretation of the rule of law as applies to the facts of the case. This is the most important part of your memo. Example: Miranda says that when a police officer does not give proper warnings, the evidence is not admissible in court. Here, the police officer did not give adequate warnings. Conclusio

6、n The Conclusion is your result of analyzing the law and the facts. This is not as important as your analysis. Example: Therefore, the evidence should be excluded from court because defendants Miranda rights were violated. III. The Legal Memo FormatThe Legal Memo uses a similar format to IRAC, with

7、different headings, below:Issues or Questions PresentedBrief Answer or SummaryStatement of FactsDiscussionConclusionIssues or Questions PresentedQuestion Presented This is the BIG question the one your client wants to know the answer to. For example: Can Karen Olsen recover against the mall for her

8、injuries when she was abducted from the mall and raped?Brief AnswerBrief Answer. This is the answer to the BIG question. Answer the question based on all of your research and what you think are the most important issues and facts. Here is an example:Karen Olsen is unlikely to recover because a court

9、 is unlikely to find the mail was negligent because the mall had no notice that anyone had ever been abducted and sexually assaulted in the past. Therefore the injury to Olsen was not reasonably foreseeable.Statement of FactsFacts Here you will list all the “legally significant” facts. These are the

10、 facts that you use in your Discussion. First, write a preliminary fact statement. Then, to check yourself, after you have written the Discussion, be sure any fact you mention is in the Statement of Facts. If you have a bunch of facts you do not use in your discussion, delete them. Facts should be p

11、resented objectively, without making an argument for or against the case. Save the arguments for the discussion section. DiscussionDiscussionWhere you have more than one issue or questions presented, you can write a first sentence something like this:Whether Olsen can recover depends on three issues

12、:1) whether the mall was negligent in failing to warn or protect her from her assailant2) whether Olsen was contributorily negligent3) whether Olsen can prove damagesNow, you will present each issue separately as an IRAC. Discussion (IRACs)IRAC Issue #1: Was the mall negligent in failing to warn or

13、protect Olsen from her assailant?Rule: Connecticut cases have held that a mall owner will be liable for negligence if it fails to protect or warn a customer where it has reasonable grounds to foreseeable injury of the same type.Analysis: Tell enough facts of what happened in each case so the reader

14、understands that it is similar. Explain how the case came out (the holding) and what rule the court used. What were the legally significant facts in that case?Conclusion: Draw a Conclusion that supports your ArgumentConclusionConclusionNow, based on each conclusion you reached in analyzing each issu

15、e in your discussion, draw a larger conclusion that helps the reader understand the “big picture” of what you are trying to convey. Sample Legal Memo #1Short Legal Memo (Handout)HeadingIssueBrief AnswerFactsDiscussionConclusionIV. Objective vs. Persuasive Objective vs. Persuasive Legal MemosThere ar

16、e two types of Legal Memos:Objective and Persuasive. Knowing when touse each can be very useful. Objective Legal MemosObjective Legal MemosObjective Legal Memos should be used in the following circumstances:When you boss wants clarification on a particular issueWhen you need to research a legal issu

17、e for a company on a proposed e or direction. When more information is needed on how a court should rule in a case. Objective memos are more common in the workplace, whenyour boss wants to know about a subject. Persuasive Legal MemosPersuasive Legal MemosPersuasive Legal Memos should be used in the

18、following circumstances:When you need to convince a court that your legal position is correct. When you are arguing on a legal issue to determine its validity. Persuasive memos are more common in the courtroom,when you need to convince a judge or the opposing sidethat your position is correct. Objec

19、tive Legal Memo FormatObjective Legal Memo FormatObjective Legal Memos use the same format we previously discussedHeadingIssueBrief AnswerFactsDiscussionConclusionEach issue should be presented as a question (e.g. “Was the mall negligent in failing to warn or protect Olsen from her assailant?). See

20、slides 10-15 which cover this format. Persuasive Legal Memo FormatPersuasive Legal Memo FormatPersuasive Legal Memos use the same format as objective memos. However, in the Discussion section, each issue is analyzed as a CRAC rather than an IRACConclusion (brief)RuleAnalysisConclusion (longer)For ex

21、ample, instead of starting “Was she liable for negligence.?” you would start “She is liable for negligence because” This is a small conclusion which addresses the issue and your argument at the same time. Objective or Persuasive?Does your boss want an objective or apersuasive legal memo?It is very i

22、mportant to identify which kind oflegal memo your boss wants because this willdetermine what kind of format you use inwriting the memo. Sample Persuasive Legal MemoLong Legal Memo (persuasive)Introduction and HeadingsStatement of the Case (Summary)Statement of FactsArgument (many CRAC Arguments)Conc

23、lusionRulesAnalysisConclusionFinal ConclusionV. Letters of Intent Letters of IntentLetters of Intent, sometimes called a Memorandum of Understanding help parties to negotiate the initial terms of a deal before a written contract is entered into. These documents can be used for all types of deals, fr

24、om business purchases to government intentions. We will cover Letters of Intent between private parties. Guide to Format of LOI Format of a Letter of IntentWhile there is no specific format for a LOI, here are many clauses that may be added to the LOI: IntroductionDescription of TransactionConsidera

25、tion/Purchase PriceDue DiligenceTimingConditionsExpensesNo Public DisclosureExclusive DealingAccess to InformationNon-Binding LetterDate and SignatureIntroduction and DescriptionIntroductionThe Introduction is where you introduce the overall transaction and what purpose the letter of intent serves (

26、e.g. “This is a letter of intent for the proposed sale of XYZ business”Description of TransactionThis describes in more detail the transaction that you give in the introduction.Consideration/Purchase PriceThis is how much the proposed sale will be for. Due Diligence and TimingDue DiligenceThis claus

27、e allows the purchasing company to perform a financial background check on the company to make sure there are no problems. TimingThis describes under what time frame the transaction is to be completed. ConditionsIf there are any conditions that must be fulfilled prior to the deal being completed, li

28、st them here. No Disclosure/Exclusive DealingExpensesIf there are any expenses, this clause states which party will pay for the expenses. No Public DisclosureOften parties want to keep the business deal a secret until it actually happens. This clause states that the parties will not disclose the tra

29、nsaction to the public. Exclusive DealingIf the parties fear that one party may give up the deal and work with another party, this clause can be added to state that the parties will agree to only with each other. Non-Binding Commitment Access to InformationThis clause allows the parties to access ce

30、rtain information from each other, such as financials or other matters. Non-Binding LetterThis provision MUST be put in, as it states that the parties will not be contractually bound by the LOI. Date and SignatureThe date and signature of the parties is required for the LOI to be enforceable in cour

31、t. Sample Letter of Intent #1Short Letter of Intent (Handout)1) Prices and Terms2) Business to be Acquired3) Consideration4) Due Diligence5) Ordinary Course (no change to business)6) Purchase Agreement (to follow)7) Employment agreement (to follow)8) Timing9) Expenses10) Public Announcements (non-disclosure)11) Brokers Fees12) Negotiating Rights13) Miscellaneous14) No Binding ObligationVI. Avoid Creating a Binding TermsToo Much Detail Can be Bad for the ClientBy putting in t