SDU_Legal_English_W5_Student_Deck (1)

1.

SDU UNIVERSITY · LAW SCHOOL
Legal English / English for Jurisprudence
WEEK 5
The Legal Memorandum
Writing the document that tells your own client the truth —
through the common-law memorandum and the Kazakhstani правовое заключение
01
Two lectures · two drafting practicals · one graded assignment (W5-A, 2 points)

2.

THIS WEEK
Four sessions, one document
1
2
3
4
Lecture 1
Lecture 2
Practical 1
Practical 2
Who reads a memorandum,
its eight blocks, and the two
hardest sentences in it.
Facts, Discussion, Conclusion
— and the two rules of RK
law that decide our matter.
You draft the front end:
questions, answers, facts.
Graded. You draft the
analysis and the
recommendation.
By Friday you will each have written a complete legal memorandum on a real-shaped matter — and discovered that our client
should probably not go to court.

3.

LECTURE 1 · WHO IT IS FOR
Every memorandum has one of three readers
1
2
3
The supervising lawyer
The in-house lawyer
The business reader
Knows the law, not this file.
Will present your answer upward.
No legal training, no patience.
Wants your reasoning exposed so she can
check it — and your weaknesses named.
Wants a Brief Answer she can quote in an
e-mail without reading the rest.
Wants the answer first, the money
quantified, and options with
consequences.
What never changes
The law. The conclusion. What changes is how much of your working you show and how much
vocabulary you assume.

4.

LECTURE 1 · THE DISTINCTION
Memorandum ≠ letter ≠ submission
Memorandum
Demand letter
Court submission
WRITTEN FOR
WRITTEN FOR
WRITTEN FOR
Your own side
The other side
The tribunal
DUTY
DUTY
DUTY
Candour — including about your own
weaknesses
Accuracy, but you select what serves the
client
Candour to the court within your duty to
the client
WEAKNESSES
WEAKNESSES
WEAKNESSES
Stated openly, with their weight assessed
Not volunteered
Anticipated and answered
Failure looks like: optimism · weakness or bluster · overstatement the tribunal can check.

5.

LECTURE 1 · ARCHITECTURE
The eight blocks — and the order you actually write them
1
Heading block
TO / FROM / DATE / RE
5
Discussion
Roadmap + CREAC blocks
Written in this order:
2
Question(s) Presented
Under — Does — When
6
Conclusion
Recommendation, options
3
Brief Answer
Answer · reason · caveat
7
4
No law. No conclusions.
Assumptions & scope
What you did not review
8
Annexes
Documents · extracts · maths
Facts → Discussion → Questions Presented → Brief Answer
You cannot answer a question in one sentence until you know the answer.
Statement of Facts

6.

LECTURE 1 · BOTH JURISDICTIONS
The same job, two shapes
COMMON-LAW MEMORANDUM
RK ПРАВОВОЕ ЗАКЛЮЧЕНИЕ
WHERE THEY DIVERGE
Question Presented
Предмет анализа
RK states a task. Convert it to a question — you cannot answer a
task.
(no equivalent)
Применимое законодательство
A codified system establishes the normative field before it reasons.
Discussion
Анализ
Rule from cases
Conclusion
Выводы
RK numbers the conclusions; add the recommendation clients want.
Assumptions & scope
Оговорки и ограничения
Functionally identical — and often the most carefully drafted block.
rule from the literal text: Art. 6(1) CC RK.
The common-law lawyer over-argues the rule and under-applies it. The Kazakhstani lawyer quotes the rule and skips the application. Week 4 gave
you the cure for both.

7.

LECTURE 1 · THE FIRST HARD SENTENCE
Question Presented: Under — Does — When
1
UNDER
2
DOES
3
WHEN
the governing law, named
the legal consequence at stake
the two or three decisive facts
Under Kazakhstani law,
may Nomad Pay JSC set off its claim for
unpaid service fees against our client’s
claim,
where one of the three invoices relied on is
not yet payable?
THE TEST
Four failures
Read your question to someone who has never seen the file. If they can say
roughly what the matter is about, it works. If they ask “about what?”, you have
written a heading.
No facts in the “when” clause · the answer hidden inside the
question · two questions joined by “and” · a question you
were not asked

8.

LECTURE 1 · THE SECOND HARD SENTENCE
Brief Answer: the answer goes in the first word
1
The answer word
2
The reason
Art. 370(1) CC RK permits set-off only of a
matured claim.
“Only in part.”
At the confidence level the law actually
supports — not the one the client wants.
Two or three sentences. The rule and the
decisive fact. No full citations.
3
The caveat
This assumes the payment term was not
varied in correspondence we have not
seen.
A specific contingency. Not a disclaimer.
The confidence ladder — choose the rung deliberately
Yes / clear
Probably
Finely balanced
Writing “Yes” where the law supports “probably” is not confidence. It is inaccuracy in the most expensive place in the document.
Unlikely
Cannot succeed

9.

LECTURE 2
Inside the document
Facts · Discussion · Conclusion — and the two rules of Kazakhstani law that decide Matter E
2
Both of them run in the opposite direction from what you will guess.

10.

LECTURE 2 · STATEMENT OF FACTS
No law in the facts. No conclusions in the facts.
DO NOT WRITE
WRITE
Nomad Pay failed catastrophically to provide the service.
On nine consecutive days between 14 and 22 August 2026, payout
instructions were rejected by the gateway.
They never bothered to build the back-up channel.
The channel required by clause 6.2 had not been implemented. Nomad
Pay does not dispute this.
Our client suffered enormous losses.
Tulpar paid KZT 4,130,000 to 1,184 couriers and incurred KZT 1,145,000 in
overtime and bank charges.
They are avoiding liability with a spurious counterclaim.
By letter of 8 September 2026 Nomad Pay claimed KZT 6,480,000 and
stated it would treat that sum as set off.
The fact that hurts your client goes in — in the body, not a footnote. Your partner cannot advise around a fact she does not know about.

11.

LECTURE 2 · THE DISCUSSION
A roadmap, then CREAC blocks in the order you asked the
questions
1
2
3
4
5
Roadmap
CREAC · issue 1
Transition
CREAC · issue 2
Thread-back
3–5 sentences
4–8 paragraphs
1 sentence
4–8 paragraphs
1–2 sentences
Names the issues in the
order the Questions
Presented named them,
and says how they
interact.
Conclusion · Rule ·
Explanation · Application ·
Conclusion. Exactly as in
Week 4.
“Because the forfeit does
not exhaust the claim, the
question becomes what
may be deducted from
it.”
Sub-issues numbered 2.1,
2.2 where an element is
genuinely contested.
Returns to the question
asked, in the words it was
asked in.
Section 2 of your Discussion answers Question 2. Not section 3, not “as noted above”. A reader checking your work must be able to put the two
pages side by side.

12.

LECTURE 2 · ENGINE ONE
The forfeit does not sit on top of your damages
ART. 351(1) CC RK — THE DEFAULT
damages recoverable = losses − forfeit
not losses + forfeit
“Losses are compensated in the part not covered
by the forfeit”
— unless legislation or the contract provides
otherwise.
KZT
KZT
KZT
KZT
6,885,000
2,250,000
6,885,000
9,135,000
Tulpar’s total losses
Clause 11.3 service credits — a
forfeit
Total exposure of Nomad Pay
What half the class will write
The forfeit has bought you evidence, not money: KZT 2,250,000 of the total is recoverable without proving loss. Clause 11.5 is silent, so the statutory default governs.

13.

LECTURE 2 · ENGINE ONE, BOTH LENSES
In Kazakhstan the fight is about the sum. In England it is about
the clause.
Kazakhstan
England and Wales
Неустойка — Arts. 293–297 CC RK
Liquidated damages — or a void penalty
1
Enforceable as such
1
The clause is not void for being a penalty.
2
Court may reduce it
Detriment out of all proportion to a legitimate interest in enforcement.
2
Art. 297 CC RK, where clearly disproportionate.
3
Set off against damages
Art. 351(1) CC RK — the default, unless the contract says otherwise.
Enforceable only if not a penalty
No judicial reduction
Enforced as agreed, or void. The court does not rewrite the figure.
3
Ordinarily exhaustive
General damages for that breach are not recoverable in addition unless
preserved.
Drafting consequence: in an RK contract you write the relationship to damages into the clause. In an English contract you draft to survive the penalty test —
and say expressly whether other remedies live.

14.

LECTURE 2 · ENGINE TWO
Set-off: three words in Art. 370(1) CC RK
1
2
3
Counter
Of the same kind
Matured
встречное
однородное
срок которого наступил
The claims run in opposite directions
between the same two parties.
Both are monetary claims in the same
currency. Money against a service is not
homogeneous.
The term for performance has arrived. A
debt that exists but is not yet payable
cannot extinguish anything.
Satisfied
Satisfied
Satisfied only in part
Their letter deducts KZT 6,480,000. Today they may deduct KZT 4,320,000 — the third invoice is not yet payable. That two-week gap is a fact
your client can act on.

15.

LECTURE 2 · APPLYING THE THIRD WORD
Three invoices, one of which is not yet a weapon
available for set-off
INV-2026-0631
issued 30 June 2026
payable ~21 July 2026
MATURED
INV-2026-0729
issued 31 July 2026
payable ~21 August 2026
MATURED
INV-2026-0834
issued 31 August 2026
payable ~22 September 2026
NOT YET
KZT 2,160,000
available for set-off
KZT 2,160,000
available for set-off
Claimed by Nomad Pay
Available today
KZT 6,480,000
KZT 4,320,000
Clause 8.1: the monthly fee is payable within 15 banking days of the invoice date. Memorandum date: 11 September 2026.
nil
Overstated by KZT 2,160,000 — for
about two weeks.

16.

LECTURE 2 · THE ANSWER NOBODY WANTS
What our client actually gets
ALL HEADS RECOVERED
LOST-PROFIT HEAD FAILS
Total recoverable from Nomad Pay
6,885,000
5,275,000
Less set-off available on 11 September
(4,320,000)
(4,320,000)
+2,565,000
+955,000
(6,480,000)
(6,480,000)
+405,000
(1,205,000)
Net position today
Less set-off available from ~22 September
Net position from ~22 September
Our client is right about liability and roughly break-even in money. Proceedings would recover, at best, less than they cost. That gap — between being
right and being better off — is what a memorandum exists to measure.

17.

THIS WEEK
Today’s practicals
1
Practical 1
2
Practical 2
The front end · Unmarked
The analysis · Graded · 2 points
— Heading block and two Questions Presented
— A CREAC block answering Question 2 — set-off
— Two Brief Answers — answer word, reason, caveat
— Blocks C and D of the net-position table
— Statement of Facts, 250–300 words, chronological
— Conclusion and Recommendation, max 200 words
— Peer swap against the ten-point self-check
— Collected at minute 38. Late scripts capped at 1.5.
You leave with the first half of a memorandum. Bring it to Practical 2 — you
cannot do the graded drill without it.
Permitted: the statutory extract pack, the matter supplement, your own front
end, a calculator. English only.
Every figure you need is in the matter supplement. Nothing is missing. If your arithmetic does not work, the error is in your arithmetic.

18.

WEEK 5 → WEEK 6
Before next week
1
Finish the memorandum
Front end plus Discussion, Conclusion and the assumptions block. File it in your
portfolio.
3
Re-read clauses 6.2 and 11.5
One creates an obligation with no remedy attached. The other is a remedies
clause that forgot to mention damages.
NEXT WEEK
Week 6 — Contract anatomy and boilerplate
We open by drafting the two clauses that cost our client KZT 2,250,000 this week.
2
Learn two numbers
Art. 351(1) CC RK — damages in the part not covered by the forfeit. Art. 370(1)
CC RK — counter, same kind, matured.
4
Bring the language bank
H5.7 is used again in Weeks 9, 11, 12 and 13. Do not lose it.