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Now that you are a summer associate, you may be thinking that the hard part is over. After all, you’ve successfully completed another year of law school, navigated the lengthy interview process, and landed a summer position that you hope will result in an offer of full-time employment after graduation. Be proud of your accomplishments, but do not make the mistake of resting on your laurels. The firm that hired you may have been impressed with your credentials and skills during the interviewing phase, but as a summer associate, you will be expected to demonstrate your talent and worth anew. It’s up to you to show your potential to become a trusted and valued member of the firm’s legal team. Although the partners and associates will be paying close attention to the way you interact with others to determine whether you will fit in, their main tool for evaluating your future potential as a lawyer will be the quality of your written work. Indeed, no matter what practice areas you explore this summer, you should expect to produce several written documents — typically office memoranda — over the course of the summer. So what can you do to make certain that your written work meets — or even better, exceeds — the expectations of the lawyers who will be reviewing it? Obviously, your native intelligence and ability to research, understand and apply legal doctrine are critical, but how you communicate and package your analysis is just as important. Solid legal analysis is not enough. You must also communicate that analysis in a way that is helpful to your reader and that conforms to your reader’s expectations about organization, style and overall professionalism. This article offers some strategies for achieving those objectives, and suggests ways to apply those strategies in the “real world” of practice that you are about to encounter. IT’S OK TO ASK QUESTIONS Here is the first rule: Make sure you understand the problem and ask questions if you don’t. If your experience is typical of most summer associates, you will spend a good portion of the next two to three months researching and analyzing legal issues, and presenting your analysis in the form of office memoranda. Since law students usually learn to draft office memos during their first year of law school, partners and associates tend to expect a reasonably professional product, i.e., a clear and concise answer to the client’s problem, supported by a cogent, balanced and well-reasoned analysis of the applicable law. For a variety of reasons, though, figuring out what the “problem” is can be quite different in practice than in a law school writing course. For one thing, your assignment may not be given to you in writing, but in person, frequently by an overworked and distracted lawyer with many other things on his or her plate. If you are given your assignment in writing, it will probably not be accompanied by a memo setting out the “canned” facts, as is common in many law school writing courses. And even if you do get documents containing the relevant facts, they may be so voluminous that you find yourself at a loss as to what to do with them, or conversely, they may be incomplete or missing vital information. As a result of these and similar complications, summer associates sometimes misunderstand what is being asked of them, and produce memos that are not helpful or responsive to the client’s needs. You can often avoid this predicament entirely if you ask intelligent questions at the initial meeting with the assigning attorney. It’s not uncommon to hear summer associates describe those meetings as a mysterious blur, with the summer associate entering a partner’s office, legal pad and pen in hand, prepared to receive detailed instructions and guidance on a research assignment, and leaving the partner’s office three minutes later without the foggiest idea of what to do. Even though some of the blame for this may lie with the more senior attorney, who should take the time to explain things more clearly to an inexperienced lawyer-in-training, summer associates are often too nervous or afraid of appearing ignorant to ask the necessary questions. If you do not ask for clarification, the assigning attorney will assume that none is needed. You might spends hours in vain trying to figure out what to do, only to return sheepishly to your assigning attorney to ask for further clarification (which means that the hours billed thus far will have to be written off, and so on … ). Take it upon yourself to avoid this mess: Make sure you leave your assigning attorney’s office with a clear understanding of what you are being asked to do. Here, you have an advantage that you lacked in law school, where your reader was an imaginary supervising attorney whose concerns and constraints were as hypothetical as the issue you were asked to analyze. Now, your primary audience (though not your exclusive one, as the memo may be read by others in the firm) is a person whose needs you can uncover simply by doing what lawyers routinely do: Asking questions. So, when you receive an assignment, try to put yourself in the attorney’s shoes, and to understand how your assignment will help him or her solve a real problem for a real client. Knowing how the document will be used may tell you a lot about what the attorney expects it to contain. Think like a lawyer during the meeting, and ask all of the appropriate important questions — including the deceptively simple ones, like which jurisdiction the case or problem arises under, what level of court, etc. Do not worry too much about appearing ignorant. It’s understood that you are still in law school, and that your knowledge base is limited. It is far better to risk appearing slightly inexperienced in an initial meeting than to hand in a memo that fails to answer the essential question presented. Being clear on what you are being asked to do does not mean that you need a complete understanding of the legal issue when you leave the assigning attorney’s office. You should know enough to have a good sense of where to begin, but understand that the precise question might not become clear until after you’ve done some initial legal research. Expect to spend some time refining the question as you learn more about the specific area of law. If questions arise after you’ve begun work on the project, ask them, but be judicious and considerate in doing so. Don’t pester the assigning attorney with questions that, with a little extra work or thought, you could answer yourself. Also remember that there are other professionals in the firm to whom you could turn for advice, such as other associates, your mentor, preceptor or big buddy, or the firm’s librarians and Lexis or Westlaw representatives, if your question pertains to research. PROVIDE A CONCRETE ANSWER Understanding the legal question is less than half the battle. You also need to make sure that your memo provides a concrete answer to that question. Once again, it’s crucial to remember that your legal analysis is going to be used, somehow, to help solve a client’s problem. Theoretical discussions of the origins of the due process clause, or of the economic underpinnings of the American tort system, do not generally belong in an ordinary office memo — unless, of course, your client’s problem actually turns on such interesting, albeit esoteric, topics. In answering your question, don’t be vague or ambiguous. If you choose to frame your issue or question presented as a “yes or no” question, you should frame your response in a similar way: yes, or probably yes; no, or probably no. Sometimes there is no clear answer, perhaps because key facts are unknown, or the authorities are in conflict. Such an answer, by the way, is just as unambiguous and helpful as a clear “yes” or “no” answer — provided, however, that the authorities are indeed in conflict or key facts are indeed unknown, and the answer is actually impossible to predict. It’s also acceptable to equivocate slightly in your response, if your legal analysis supports the conclusion that the predicted outcome is probable but not certain (a common result, since certainty is rare in the law). But that is quite different from avoiding a definitive conclusion, or being purposely vague in your response, because you are afraid to express a clear opinion one way or the other. Indeed, because their opinions will impact the lives and fortunes of real clients, summer associates often express anxiety about taking a clear position and defending their analysis. If you share those anxieties, know that you are not alone in being nervous about this. Every lawyer is deeply worried about the implications of “getting it wrong.” That is why legal research and analysis must always be careful, thorough and meticulous. But there is no hiding the fact that we lawyers are paid for our opinions, and if you are a summer associate at a large New York law firm, you are being paid quite handsomely for yours, despite the fact that you are not yet permitted to offer legal advice per se. You will gain increasing confidence in your ability to give a legal opinion as you become more experienced. In the meantime, be aware that the more confidence you project now, the more you are likely to be viewed as a potential trusted adviser and colleague down the road. FOLLOW THE FORMAT Here’s another rule to follow: Organize your memo by following the expected format. You undoubtedly discussed the importance of organization and structure in law school. While it goes without saying that the heart of any piece of legal writing is the analysis itself and not the presentation, a poorly organized memo or brief can turn a potentially useful analysis into something impenetrable and utterly unhelpful. Here are some suggestions for ways to make certain that your written work follows a sensible and helpful organizational structure. To begin with, you probably know that office memos usually follow a conventional five-part structure: (1) a heading or caption that identifies the author, recipient, date and subject of the memorandum; (2) a statement of the Issue(s) or Question(s) Presented, incorporating the key relevant facts and legal rule; (3) a Brief Answer or Conclusion that states your assessment of a likely ruling on the Question Presented, with a short explanation; (4) a Statement of Facts that sets out the legally relevant facts, as well as important background information; and (5) a Discussion or Analysis section that sets forth a detailed analysis of the legal issue and any associated questions. This structure is actually quite helpful to your reader, as it mirrors the way lawyers are trained to think (identifying issues and analyzing potential solutions). It’s also the way most lawyers expect memos to be structured. However, you need not follow the memo format blindly. Be flexible and creative, keeping the client’s and assigning attorney’s needs in mind at all times. Sometimes a one or two-paragraph quick summary will be more helpful to your reader than a full-blown memo, or a facts section will be unnecessary. Use your judgment. Obviously, the most important section of the memo is the discussion or analysis, but the other sections are hardly throwaways. Sometimes, a busy reader will need to see a quick answer to the problem right away, and will focus primarily on the Question Presented and Brief Answer, leaving a more careful review of the analysis until later. Other times, the partner may already have a strong idea what the result is; if your Brief Answer conforms to those expectations, he or she might spend less time scrutinizing your analysis than if the answer is unexpected. In light of this, you should spend some time thinking carefully about the structure of your Question Presented, making sure that it contains all of the key facts and legal claims. You must also make sure that your Brief Answer mirrors that structure by providing a readily comprehensible answer to the precise question that you’ve posed. Your Statement of Facts should be a concise, readable summary of all legally relevant and important background facts. You can usually organize this section chronologically, but sometimes a topical organization might be more useful. In either situation, begin your Statement of Facts with a short sentence that summarizes the nature of the case, the parties and some key facts, to put the narrative that follows into a clearer context for the reader. The structure of your Discussion/Analysis section will, of course, depend on its length and complexity. If your problem involves only one relatively straightforward issue, or can be answered in a few paragraphs, you should try to follow the Issue-Rule-Apply-Conclude (IRAC) formula, or its variant, that you most likely learned in law school, as follows. Begin your Discussion with a sentence or paragraph summarizing your thesis or conclusion regarding the issue. Then identify and explain the governing rule of law. Be sure to include a detailed and thorough discussion of all applicable cases, statutes or other legal authority here (including authority that cuts against your position). Remember that, unless you’ve been told otherwise, your job is not to spin the cases to your client’s advantage, but to give an honest and balanced assessment of the legal ramifications of your client’s problem. Such an assessment requires that you not only identify controlling precedents, but that you explain them with an appropriate level of detail. Again, put yourself in your reader’s shoes and provide the information that he or she would want to know about the governing law. (And don’t forget to Shepardize or KeyCite that authority to make sure it’s still good law.) Then apply this rule to the facts in your problem by comparing your facts to the controlling cases or other legal authority you’ve identified. Probe the analogies and distinctions as deeply and thoughtfully as possible, so that your reader is able to understand exactly how the facts, reasoning or policy considerations in the precedents are similar to or distinguishable from your client’s situation. Don’t forget to include counter-analysis — i.e., any other plausible interpretations of the law or facts. Finally, conclude with a summary of your prediction of how a court will most likely rule on the point (assuming, of course, that you’ve been asked to make such a prediction.) If your problem is a relatively complex one, or if you have been asked to analyze several issues in one assignment, you might find it difficult to shoehorn your analysis into the simple IRAC formula. In this situation, you’ll need to break your analysis into logical subparts, and follow an IRAC analysis for each part. To make your multipart analysis as user-friendly and accessible as possible, use introductory paragraphs telling your reader where the analysis is headed, and thesis sentences, headings and subheadings, to tell your reader where one point has ended and a new one has begun, and how you think each point fits into the overall structure of the analysis. Because firms tend to develop their own minilegal cultures, your firm will likely have its own template and format for office memos and other documents, and your reader will expect your memo to conform to that format (even if the one you learned in law school was slightly different.) These “cultural” differences can affect everything from where to place the various sections of the memo (e.g., does the Question Presented come first, or the Facts section), to fonts and citation form. For example, lawyers at the firm where I worked for many years only underlined the parties’ names in cases, leaving the “v.” bare (as in Smith v. Jones, instead of the more common Smith v. Jones). It took me a few weeks to adjust, but once I did, every citation that failed to conform to this firmwide practice stood out like a sore thumb. Since you don’t want to stick out like a sore thumb, always make sure that your memo (or other assignment) follows the specific format used by your firm. You may have received a sample memo with your orientation materials that you can consult to see what that format looks like. If not, ask someone for some sample memoranda that follow the firm’s template. Finally, bring a copy of your legal writing textbook (or handouts prepared by your professor) to your summer job, and consult it whenever you have questions or concerns about how to organize your analysis. Most legal writing texts contain excellent suggestions for organizing the analysis of multiple or complex legal issues, as well as useful checklists, tips about grammar and style, and other reminders that you will likely find helpful and comforting to have nearby. REVISING, EDITING, PROOFING And a final rule: Build in time to revise, edit and proofread your assignment more than once. Few law students appreciate or understand the extent to which lawyers revise and edit their written work. Rewriting is not simply the norm, but an integral part of the writing process. Always give yourself the time to print out and “turn around” several versions of your document. Unless you are operating under severe time pressure or a similar exigency, it is unacceptable to hand in the first draft of an office memo or other writing assignment to your assigning attorney. Pay careful attention to both the content and structure of your analysis when you revise your work. Look for ways to clarify and deepen your explanation of the law, and then take a critical look at how you applied that law to the facts of your problem. (For example, did you apply the rule as you explained it? Did you clarify for your reader how the cases are analogous or distinguishable, or was your application of them too conclusory?) Then consider whether the overall structure of your memo helps make the analysis clear and useful to your reader. (For example, did you include an introductory paragraph giving an overview of the analysis? Did you follow an IRAC-type format, or did you simply retrace your research steps?) After reflecting on the structure and substantive content, you need to edit your memo on the paragraph and sentence level. (For example, do you begin paragraphs with topic or thesis sentences telling the reader what each one contributes to your analysis? Do you use transition words or sentences to clarify the connections between paragraphs, or is the flow “choppy?” Are your paragraphs too long? On the sentence level, do you see errors in grammar or syntax? Are your sentences wordy or awkwardly phrased?) Finally, proofread your memo with utmost care and attention. You will probably find typos and errors in citation form, even if you’ve used computer software to detect such mistakes. Make absolutely certain that your final draft contains no such distractions. Your final product should be polished and professional — a memo that you can be proud of and that reflects the best possible work that you can do. Fay Rosenfeld, who teaches in the Lawyering Program at New York University School of Law, was previously an associate at a large New York City law firm and taught legal research, writing and analysis at Brooklyn Law School.

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