How to Write a Legal Decision Memo With AI

A legal decision memo turns legal analysis into a recommendation the business can act on. Use AI to organize the evidence and compare options. Verify the analysis, develop your recommendation, and ask AI to draft the memo. The memo should state the next action, its owner, and the deadline.

For a supplier renewal, that means more than summarizing the contract. Operations needs time to test a replacement; you need to recommend a workable course before the notice cutoff.

GC AI is legal AI software built for in-house legal teams by Cecilia Ziniti, a three-time general counsel at Anki, then Bloomtech, then Replit. As of October 2026, GC AI serves 2,200+ companies across 50+ countries. GC AI’s document analysis and cited research help you work from the agreement to the advice.

While serving as Replit’s general counsel, Ziniti gained early access to GPT before ChatGPT’s public release. She tested language models on contract drafting and review, then teamed up with Bardia Pourvakil, an engineer she had worked with at Replit, to build GC AI for in-house legal work.

What Should a Legal Decision Memo Include?

Ask GC AI to organize the memo into these six fields. Adapt them to your company’s process. The example column develops the hypothetical supplier renewal used throughout this article.

Field	What the Reader Needs	Supplier-Renewal Example
Issue	The question requiring a decision.	Should we seek a short extension while we test the replacement?
Business impact	The operational or financial consequence, with assumptions identified.	A service gap would interrupt reporting; annual renewal would commit us for another year.
Options	Feasible actions compared using the same criteria.	Renew, negotiate an extension, or switch providers at expiry.
Recommendation	Your preferred action, reasons, and conditions.	Seek an extension, subject to written agreement on the revised terms.
Owner	Who takes the next action and who approves it.	Procurement negotiates; the designated business approver decides.
Deadline	When the decision and implementation steps are due, and why.	Decide early enough to meet the verified contractual notice cutoff.

Keep the supporting legal analysis available. A conventional memorandum may follow the question, brief answer, facts, discussion, and conclusion described in CUNY’s memorandum guide. The decision brief brings the business choice forward and links to the analysis that supports it.

Record assumptions and unresolved questions beside the conclusions they affect. Include the controlling documents and verified legal authority, then explain your confidence in the recommendation. A confident reading of the contract does not tell the business how much operational risk to accept.

If a business colleague is still trying to understand the issue and prepare questions for counsel, Legal AI for Non-Lawyers addresses that earlier stage. This workflow starts with counsel responsible for preparing the advice.

How to Write a Legal Decision Memo With GC AI

Work through the memo in stages so you can correct an unsupported assumption before it reaches the recommendation. The prompts below are illustrative instructions to adapt to your matter.

Define the Decision and Assemble the Sources

Write the decision in one sentence before asking GC AI to draft. “Should we extend this supplier agreement while we test its replacement?” sets a useful scope. “Analyze this contract” leaves the business question open.

Confirm the business objective and who has authority to approve the decision at legal intake. For the renewal, assemble:

• The signed agreement, schedules, and amendments.
• The relevant company approval policy.
• Operations’ current testing and transition plan.
• Procurement’s correspondence with the supplier.
• The business owner’s confirmed costs and continuity requirements.

Use Files, GC AI’s document library, to organize reference materials and provide document context. Confirm which signed agreement and amendments govern the matter. The most recently uploaded file may still be a draft. Confirm that your organization permits the upload and that the applicable data-handling arrangements meet its requirements.

Give the platform a scoped assignment:

Help me prepare a decision memo for [approver]. The decision is whether to [action]. The business objective is [objective]. Use the supplied materials to identify the relevant contractual terms, business facts, and missing information. Separate legal requirements from company policy. Do not assume that a proposed concession has been agreed.

The first output should help you see what is established and what still needs an answer.

Extract the Evidence and Check the Contract Language

Ask for an evidence table before polished prose:

For each material fact or contractual term, list the document name, version, section or page, and supporting passage. Separate express terms from inferences. Flag conflicting documents and missing information. Use “not established” where the materials do not support a conclusion.

For a renewal, inspect the term, renewal mechanism, and notice requirements together. Check whether an amendment changes any of them. Check termination and nonrenewal separately. Ending an agreement early may involve different requirements from preventing its renewal.

Exact Quote lets you open a cited source passage from chat. Use it to inspect the wording behind a deadline or obligation, then read the surrounding provisions. Matching a quotation is one part of checking its legal effect.

Alexis Palmer, Senior Managing Counsel at Snyk, used GC AI to extract and summarize termination provisions scattered through a large enterprise agreement for an accounting colleague. That is useful preparation for a memo: collecting the terms the business needs to understand before counsel recommends what to do.

Research the Questions the Documents Cannot Resolve

Research when the decision raises a legal question the documents cannot resolve. Identify the jurisdiction and the specific issue first; a memo that turns on confirmed contract terms and business facts may not need additional legal research.

Research, GC AI’s legal research capability, draws on a database of more than 13 million U.S. federal and state court opinions. Its coordinated research agents also consult authoritative web sources and return analysis with citations and links. For a supplier-renewal memo, use it to find decisions addressing contractual notice requirements or the enforceability of renewal terms in the relevant jurisdiction.

Research [specific legal question] in [jurisdiction] through [date]. Prioritize primary authority. Provide pinpoint citations and explain how each authority applies to the supplied facts. Identify contrary authority and unresolved questions. State which missing facts could change the conclusion.

Read the authorities and verify their current status. Decide whether they apply to this agreement and these facts. Keep that analysis with the matter record, even when the business-facing memo needs only the conclusion and its conditions.

Treat unresolved operational facts separately. GC AI cannot establish that replacement testing is complete from an outdated project plan; the operations owner needs to confirm readiness.

Compare Feasible Options and Develop Your Recommendation

Give GC AI the alternatives, the business objective, and your company’s risk tolerance. Apply the same criteria to each option:

Compare annual renewal, a negotiated short extension, and switching at term expiry. For each, address legal exposure, service continuity, cost, and unresolved dependencies. Cite support for material statements. Mark any option that requires supplier agreement or a company exception. Identify the strongest argument against each option.

Review whether every option is available on the stated terms. A proposed extension remains a negotiating option until the supplier accepts it. Switching providers depends on both operational readiness and the contractual steps required to exit.

Use the comparison to develop your recommendation. Explain why the preferred option meets the business objective, which conditions must hold, and what would cause you to change course.

As Palmer puts it:

It doesn’t replace the human element of risk assessment, it just gives me the time to focus on that part.

If a missing fact prevents a responsible recommendation, specify who must resolve it and what the business should do in the meantime.

Draft the Memo From the Checked Analysis

Once you have a supported position, ask GC AI to turn it into the decision brief. Supply your recommendation explicitly:

Draft a legal decision memo for [approver] using the checked evidence and analysis in this conversation. My recommendation is [action], subject to [conditions], because [reasons]. Use six fields: issue, business impact, options, recommendation, owner, and deadline. Put the requested decision near the top. Preserve assumptions and unresolved questions. Link material statements to their sources. Do not invent an approver, deadline, or missing fact.

Edit for the recipient. A chief operating officer may first need to know whether the service could stop and how that would affect operations. Keep enough reasoning in the brief to explain the choice, and attach the fuller analysis where needed.

Check the draft against the evidence, especially where compression can change meaning:

• Does a negotiating proposal read as an agreed right?
• Has an operational estimate become a confirmed fact?
• Are the notice cutoff and term expiry still distinct?
• Are the next-action owner and required approver clearly identified?
• Does the recommendation retain every condition that makes it supportable?

Resolve these points before circulating the memo. A shorter sentence should not change the advice.

Record the Decision and Preserve a Reusable Format

Send the reviewed memo through the company’s approval process. Record the approver’s decision and any conditions in the designated matter record, then assign implementation to named owners.

If the supplier agrees to an extension, counsel still needs to verify the executed amendment and the revised notice arrangements. Until then, retain the existing cutoff.

Save the approved format and reusable drafting instructions for future matters. Replace the facts and authorities each time, and recheck the approval route. Use a previous memo as a model for communication, then develop the next recommendation from that matter’s evidence.

Legal Decision Memo Example: A Supplier Renewal

This is a synthetic illustration of the finished memo. The documents, business facts, dates, and approval policy are invented. It is not an output from a tested GC AI session.

Decision requested: Decide whether to approve a proposed 60-day extension or choose another renewal option while replacement testing remains incomplete.

Issue: The company needs to decide whether to renew its reporting-service agreement, negotiate an extension, or switch providers at expiry.

Business impact: Operations needs uninterrupted reporting. The hypothetical agreement renews for another year unless the company gives notice by September 30. Its current term ends October 31. Replacement testing is incomplete.

Options:

1. Annual renewal: Retain the service and accept another year’s commitment.
2. A 60-day extension: Allow more testing time, subject to the supplier agreeing in writing to the revised term and notice arrangements.
3. Switch at expiry: Avoid renewal, provided operations confirms readiness and the company meets the verified contractual notice requirements.

Recommendation: Approve a 60-day extension if the supplier offers terms counsel has reviewed and operations confirms that the additional time supports its transition plan. If acceptable terms are unavailable for the September 24 decision, compare annual renewal with timely nonrenewal using the updated readiness assessment. Keep the September 30 notice cutoff in place until counsel verifies an executed amendment that changes it.

Owner: Procurement negotiates. Operations confirms readiness. Counsel verifies the contractual position. The chief operating officer decides under the hypothetical company approval policy.

Deadlines:

• September 23, 3 p.m. Pacific: Procurement reports proposed terms, and operations supplies its readiness assessment.
• September 24, noon Pacific: The chief operating officer decides.
• September 28: If an approved extension is not fully executed, procurement escalates for a fallback decision before the September 30 notice cutoff.
• September 30: The existing notice cutoff applies unless counsel verifies an executed amendment that changes it.

Supporting basis:

• Assumption: The supplier can continue service during an extension, subject to written agreement.
• Unknowns: Supplier acceptance and the replacement’s readiness. Procurement and operations own those answers, respectively.
• Sources: The signed agreement and amendments, latest test report, and any written extension proposal from the supplier.
• Legal authority: Counsel must resolve any applicable-law question affecting notice or enforceability. This illustration makes no jurisdiction-specific legal conclusion.
• Confidence: This illustration assumes counsel has verified the contractual notice requirements. Confidence in the transition plan remains conditional on testing evidence.
• Approval record: Record the chief operating officer’s decision, date, and conditions, plus who will confirm completion.

A Reusable Legal Decision Memo Template

Use this format when you reach the drafting step. Expand the supporting analysis when the matter requires it.

LEGAL DECISION MEMO
To / decision-maker:
From / reviewing counsel:
Date and version:
Matter:
Decision requested:

1. ISSUE
Should we [action], given [legal issue or condition]?

2. BUSINESS IMPACT
Objective:
Confirmed consequences and sources:
Estimates or assumptions awaiting confirmation:

3. OPTIONS
Option A: [action, consequences, dependencies]
Option B: [same criteria]
Other feasible option, including pause if relevant:

4. RECOMMENDATION
I recommend [action] because [reasons].
Proceed only if [conditions].
Revisit if [trigger].

5. OWNER
Next-action owner:
Required approver:
Implementation owner, if different:

6. DEADLINE
Decision due [date, time, time zone]:
Reason and source:
Implementation or notice due:

SUPPORTING BASIS
Assumptions and confirmation owners:
Unknowns, resolution owners, and decision effect:
Jurisdiction and verified legal authority:
Controlling documents and pinpoint references:
Counsel's confidence and reasons:
Approval policy and escalation path:

DECISION RECORD
Decision / approver / date:
Conditions and completion owners:
Next action:
Link to supporting analysis:

For your next memo, choose a matter with a defined decision and sources you can inspect. Use GC AI to build the evidence table and compare the available options, then draft from your checked recommendation. Before circulating it, confirm that the approver can see the decision, its conditions, and the next action.