What Is a Letter of Intent?

A letter of intent (LOI), also known as a memorandum of understanding (MOU) or term sheet, is a document commonly used in business transactions to outline the key terms and conditions of a proposed agreement between two or more parties. It serves as a preliminary agreement that expresses the intent of the parties to enter into a formal contract or negotiation process.

Here are some important aspects of a letter of intent:


The primary purpose of a letter of intent is to establish a framework for negotiations and indicate the parties’ serious interest in reaching a final agreement. It helps to ensure that all parties are aligned on the major terms before investing significant time and resources into negotiating a detailed contract.


Non-Binding or Binding:

A letter of intent can be either non-binding or binding, depending on the language used and the intentions of the parties. A non-binding letter of intent means that the parties are not legally obligated to proceed with the transaction based on the terms outlined in the letter. A binding letter of intent, on the other hand, creates certain legal obligations and may require the parties to negotiate in good faith and refrain from pursuing similar transactions with other parties for a specified period.


Key Terms:

The letter of intent typically covers important terms of the proposed agreement, including but not limited to:


  • Purchase price or valuation
  • Payment terms and conditions
  • Scope of the transaction
  • Rights and obligations of the parties
  • Due diligence requirements
  • Confidentiality provisions
  • Exclusivity or non-compete provisions
  • Timeline and conditions for closing the deal

While a letter of intent outlines the major terms, it allows for flexibility during the negotiation process. It provides a starting point for further discussions and refinement of the terms before finalizing a formal agreement.


Due Diligence:

The letter of intent may include provisions for conducting due diligence, which involves a comprehensive examination of the target business or assets to assess their financial, legal, and operational condition. It outlines the scope and timeline for due diligence and may include conditions that, if not met, could lead to the termination of the negotiations.


Letter of Intent vs. Definitive Agreement:

 It’s important to note that a letter of intent is not the final contract or agreement. It precedes the execution of a definitive agreement, which contains more detailed and legally binding terms. The definitive agreement is typically prepared after successful negotiation and completion of due diligence.


Legal Implications:

While a letter of intent is generally seen as a preliminary document, it may have legal implications depending on the jurisdiction and the specific language used. Parties should seek legal advice to understand the potential consequences and obligations associated with the letter of intent.


A letter of intent is a document that outlines the preliminary terms and conditions of a proposed agreement. It serves as a starting point for negotiations, helps align the parties’ expectations, and sets the stage for the preparation of a final, legally binding agreement. Do you need help with preparing a letter of intent to purchase real estate? Call us today!

Verified by MonsterInsights