sboghossian Partner Memo Style
A partner memo is the canonical format for formal legal analysis in a law firm or in-house legal team. It is written for a senior lawyer who has no time to hunt for the conclusion and no tolerance for unsupported assertions. Every element of the format serves a purpose — this skill governs what goes in, in what order, and to what quality standard.
When to use this
Use the partner memo format when:
- The output is a formal advice note or legal opinion
- The audience is a partner, general counsel, or senior in-house counsel
- The matter requires documented reasoning (risk management, audit trail)
- The output may be forwarded to a client, regulator, or board
Do not use for:
- Quick triage answers (use BLUF + 1 paragraph)
- Client-facing communications (different register — adapt tone)
- Drafting tasks (use [[output-markdown-legal-doc]])
- Mobile-context answers (use [[output-mobile-friendly-short]])
Memo structure
1. Header block
MEMORANDUM
TO: [Name / Role]
FROM: [Author / AI-assisted: confirm before circulation]
DATE: [Date]
RE: [Subject — specific, one line]
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
The RE line should name the transaction, matter, or question — never "Legal Analysis."
2. Bottom line (one sentence, bold)
This is mandatory and must appear before anything else. It answers the question directly.
The non-compete clause in the Acme Employment Agreement is likely unenforceable as drafted under UAE Federal Decree-Law 33/2021 and would require significant redrafting to withstand challenge.
Do not hedge the bottom line into meaninglessness. If the answer is genuinely uncertain, say: "This question is currently unsettled under UAE law; the most defensible position is [X], but [Y] remains a live risk."
3. Executive summary (3–5 bullets)
A scanning aid for senior readers. Each bullet is one specific finding:
- The clause fails the proportionality test on both geography (MENA-wide is excessive) and duration (24 months at the statutory ceiling without justification).
- A UAE court has equitable power to reduce, not void, an excessive non-compete — likely outcome is 12-month, UAE-only restriction.
- The liquidated damages provision is separately questionable under UAE Civil Code — see Issue 2 below.
- Recommendation: redraft before execution; amendments noted at Section 4.
4. Full analysis
Apply [[output-irac-structure]] per issue. Number issues if more than one. Use H2 headings:
## Issue 1: Enforceability of the Non-Compete
## Issue 2: Liquidated Damages
Each issue section: Issue → Rule (with full citations per [[output-inline-citations-with-pinpoints]]) → Application → Conclusion.
5. Sources
End-list all authorities cited. See [[output-source-attribution-block]] for the exact format. Include:
- All statutes and regulations cited
- All cases cited, with pin-cites
- Any secondary sources or internal knowledge base references
6. Open issues
A bullet list of questions that could not be resolved on the available facts:
- We have not seen the full contract — review of the entire non-compete package (including choice of law clause) is needed before a final opinion can issue.
- The employee's specific role and access to confidential information is not described — this affects the legitimate-interest analysis.
7. Recommendation
Concrete next steps. Numbered list:
- Redraft the non-compete clause with proportionate geography (UAE only, or specific Emirates) and duration (12 months).
- Add a recital stating the specific legitimate business interest being protected.
- Obtain a qualified UAE employment counsel sign-off before the contract is executed.
Voice and register
- Active voice, declarative sentences: "The clause fails the proportionality test" not "It may be the case that the proportionality test has not been met."
- BLUF principle: the conclusion comes first at every level — document, section, paragraph.
- Calibrated language: use the uncertainty vocabulary consistently. "Will" = near-certain. "Likely" = 60–80%. "May" = genuine uncertainty. "Risk" = known exposure. Avoid "arguably" as a weasel word when a cleaner statement is available.
- No filler hedges: "It should be noted that" and "It is worth observing that" are noise — cut them.
- Specific citations: every legal proposition must carry a citation. A citation-free assertion is an opinion, not analysis.
Length
| Type | Target length |
|---|---|
| Triage memo (quick risk flag) | 1–2 pages |
| Advice note (single issue) | 2–3 pages |
| Full opinion (multiple issues) | 3–5 pages |
| Transaction opinion (M&A, major deal) | 5+ pages as warranted |
Length beyond these guidelines requires justification by the complexity of the matter.
Common mistakes
- Bottom line buried at the end: partners read the first paragraph and skim the rest.
- Over-hedged bottom line: "this is a complex area that depends on many factors" is not a bottom line.
- Citations missing or approximate: a memo that says "under the labor law" without article numbers fails the accuracy standard.
- No open issues section: failing to flag what was not reviewed creates reliance risk.
- Generic recommendations: "seek qualified legal advice" as the only recommendation is a failure of analysis.
Related skills
- [[output-irac-structure]]
- [[output-inline-citations-with-pinpoints]]
- [[output-source-attribution-block]]
- [[output-markdown-legal-doc]]
- [[conversation-uncertainty-language]]