document-drafting

name	document-drafting
description	Legal document drafting and generation skill. Use when the user needs to create legal documents, draft correspondence, prepare memos, write demand letters, or generate legal forms. Triggers on keywords like "draft", "letter", "memo", "memorandum", "legal document", "template", "demand letter", "engagement letter", "legal writing", "correspondence", "legal form".

Document Drafting

This skill provides expert guidance for drafting all types of legal documents with proper form, structure, and content.

Core Capabilities

1. Transactional Documents

• Contracts and agreements
• Corporate resolutions
• Closing documents
• Ancillary agreements

2. Litigation Documents

• Pleadings
• Motions and briefs
• Discovery documents
• Settlement agreements

3. Legal Correspondence

• Demand letters
• Opinion letters
• Engagement letters
• Client communications

4. Internal Documents

• Legal memoranda
• Research memos
• Due diligence reports
• Case assessments

Document Structure Principles

Clarity and Precision

• Use plain language where possible
• Define technical terms
• Avoid ambiguity
• Be consistent with terminology

Logical Organization

1. Identification (parties, date, subject)
2. Background/recitals
3. Operative provisions
4. Conditions and exceptions
5. Remedies and enforcement
6. General provisions
7. Signatures

Professional Formatting

• Consistent heading styles
• Proper citation format
• Appropriate margins and spacing
• Clear paragraph numbering

Legal Memorandum

Structure

MEMORANDUM

TO:      [Recipient]
FROM:    [Author]
DATE:    [Date]
RE:      [Subject - specific legal question]

─────────────────────────────────────────────────────

QUESTION PRESENTED
[One or two sentences framing the specific legal issue]

BRIEF ANSWER
[Direct answer to the question, with key reasoning]

STATEMENT OF FACTS
[Relevant facts in narrative form, objectively stated]

DISCUSSION
[IRAC analysis:
 - Issue identification
 - Rule statement with citations
 - Application of rule to facts
 - Conclusion on each issue]

CONCLUSION
[Summary of analysis and recommendation]

Best Practices

• State facts objectively (no advocacy)
• Address counterarguments
• Use topic sentences
• Include pinpoint citations
• Be thorough but concise

Demand Letter

Structure

[LETTERHEAD]

[Date]

VIA [CERTIFIED MAIL / EMAIL / HAND DELIVERY]

[Recipient Name]
[Title]
[Company]
[Address]

        Re: [Matter Description]
            [Reference Numbers if applicable]

Dear [Recipient]:

INTRODUCTION
[Identify client, state purpose of letter]

FACTUAL BACKGROUND
[Chronological summary of relevant events]

LEGAL BASIS
[Applicable law supporting client's position]

DAMAGES/RELIEF SOUGHT
[Specific demand with supporting calculation]

DEADLINE AND CONSEQUENCES
[Response deadline, consequences of non-compliance]

RESERVATION OF RIGHTS
[Preserve all claims and remedies]

        Sincerely,

        [Signature]
        [Attorney Name]

cc:     [Client]
Encl:   [List of enclosures]

Tone Considerations

Situation	Tone	Approach
First demand	Professional, firm	State facts, legal position, reasonable deadline
Follow-up	More urgent	Reference prior correspondence, shorter deadline
Pre-litigation	Formal, detailed	Full legal analysis, specific relief, litigation warning
Settlement posture	Collaborative	Emphasize resolution, mutual benefits

Engagement Letter

Essential Elements

1. SCOPE OF ENGAGEMENT
   - Specific matter description
   - Services included
   - Services excluded
   - Client responsibilities

2. FEES AND BILLING
   - Fee structure (hourly, flat, contingent, hybrid)
   - Hourly rates by professional
   - Expense policy
   - Billing frequency
   - Payment terms
   - Retainer requirements

3. CONFLICTS
   - Conflict check confirmation
   - Advance waivers (if any)
   - Future conflict provisions

4. CONFIDENTIALITY
   - Duty of confidentiality
   - Exceptions (court order, etc.)

5. COMMUNICATION
   - Primary contacts
   - Response expectations
   - Preferred methods

6. FILE RETENTION
   - Document return policy
   - Retention period
   - Destruction policy

7. TERMINATION
   - Client's right to terminate
   - Firm's right to withdraw
   - Effect of termination

8. LIMITATION OF LIABILITY (if permitted)
   - Malpractice cap (where permitted)
   - Third-party use restrictions

Opinion Letter

Structure

[LETTERHEAD]

[Date]

[Recipient - typically client or third party]

        Re: [Transaction/Matter]
            Opinion of Counsel

Ladies and Gentlemen:

INTRODUCTION
[Engagement, scope, opinion being rendered]

DOCUMENTS REVIEWED
[Numbered list of all documents examined]

ASSUMPTIONS
[Factual assumptions relied upon]

OPINIONS
[Numbered opinions, carefully qualified]

1. [Company] is a corporation duly organized, validly existing,
   and in good standing under the laws of [State].

2. [Company] has the corporate power and authority to execute
   and deliver the [Agreement] and to perform its obligations
   thereunder.

3. The execution, delivery, and performance of the [Agreement]
   have been duly authorized by all necessary corporate action.

4. The [Agreement] has been duly executed and delivered and
   constitutes a legal, valid, and binding obligation of [Company],
   enforceable against [Company] in accordance with its terms.

QUALIFICATIONS
[Standard qualifications and limitations]

RELIANCE
[Who may rely on opinion, restrictions on use]

        Very truly yours,

        [FIRM NAME]

Common Qualifications

• Bankruptcy and insolvency exception
• Equitable principles limitation
• No opinion on specific performance
• Laws of specific jurisdiction only
• Knowledge limitation
• Effective date limitation

Corporate Resolutions

Board Resolution Template

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF [COMPANY NAME]

The undersigned, being all of the directors of [Company Name],
a [State] [corporation/limited liability company] (the "Company"),
hereby take the following actions by unanimous written consent
without a meeting, effective as of [Date]:

WHEREAS, [background/recitals];

NOW, THEREFORE, BE IT RESOLVED, that [specific action];

FURTHER RESOLVED, that [additional action];

FURTHER RESOLVED, that the officers of the Company are hereby
authorized to take any and all actions and execute any and all
documents necessary or appropriate to carry out the intent and
purposes of the foregoing resolutions;

FURTHER RESOLVED, that all actions heretofore taken by any
officer or director of the Company in furtherance of the
foregoing resolutions are hereby ratified and approved.

IN WITNESS WHEREOF, the undersigned have executed this consent
as of the date first written above.

_________________________
[Director Name]

_________________________
[Director Name]

Shareholder Resolution Template

UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS
OF [COMPANY NAME]

The undersigned, being all of the shareholders of [Company Name],
a [State] [corporation] (the "Company"), hereby consent to and
adopt the following resolutions:

RESOLVED, that [specific action requiring shareholder approval];

FURTHER RESOLVED, that [additional action].

IN WITNESS WHEREOF, the undersigned shareholders have executed
this consent as of [Date].

_________________________     _________________________
[Shareholder Name]            [Shareholder Name]
[Number of Shares]            [Number of Shares]

Settlement Agreement

Key Provisions

1. RECITALS
   - Parties
   - Dispute description
   - Desire to settle

2. SETTLEMENT PAYMENT
   - Amount
   - Payment terms
   - Allocation (if tax relevant)

3. RELEASES
   - Mutual vs. one-way
   - Scope of release
   - Known/unknown claims
   - Specific carve-outs

4. CONFIDENTIALITY
   - Scope (existence and/or terms)
   - Permitted disclosures
   - Remedies for breach

5. NON-DISPARAGEMENT
   - Mutual obligations
   - Neutral reference provision

6. NO ADMISSION
   - Express disclaimer
   - Not evidence of liability

7. REPRESENTATIONS AND WARRANTIES
   - Authority to sign
   - No assignment of claims
   - Voluntary execution

8. DISMISSAL WITH PREJUDICE
   - Timing
   - Form of dismissal

9. ENFORCEMENT
   - Governing law
   - Dispute resolution
   - Attorneys' fees

Drafting Checklist

Before Drafting

• Understand client objectives
• Identify governing law
• Review similar documents/precedents
• Confirm parties and relationships
• Note key dates and deadlines

During Drafting

• Use defined terms consistently
• Include all necessary provisions
• Cross-reference related sections
• Ensure internal consistency
• Apply appropriate formatting

After Drafting

• Proofread thoroughly
• Verify all blanks completed
• Check mathematical calculations
• Confirm signature blocks correct
• Review with senior attorney

Integration with Other Skills

• contract-lifecycle: Transactional document drafting
• litigation: Pleadings and briefs
• corporate-ma: Corporate documents
• brief-writing: Appellate briefs
• legal-research: Research memos

Reference Files

For templates and examples:

• references/templates/ - Document templates
• references/correspondence/ - Letter formats
• references/corporate/ - Corporate document forms