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Business Law: What is a Letter of Intent (LOI)?


Commercial transactions between businesses can be complicated. While contracts are extremely useful, it does take a lot of effort to negotiate and draft a reliable agreement. No one wants to waste their time negotiating with a company when a deal simply cannot be made.

To address this potential problems, companies will often agree to negotiate and then sign something called a ‘letter of intent’ or ‘LOI’.

A letter of intent is a preliminary agreement that outlines that basic terms and structure of the proposed deal. Many businesses desire a mutual agreement on broad terms before they will put in the time, effort, and money needed to negotiate a more detailed, comprehensive contract.

What Does a Letter of Intent Look Like?  

In practice, a letter of intent can come in a wide range of different forms. In some cases, an LOI will be a formalized document. In other cases, an LOI is a very loose description of the terms. Letters of intent can be lengthy, signed after a considerable amount of preliminary negotiation. Alternatively, they can be very brief, stating little more than a desire to reach an agreement.

Why Sign a Letter of Intent?

The core idea is that an LOI should fairly and accurately reflect each party’s broad view of the agreement. Generally, if the parties cannot reach an agreement on the LOI itself, it is often a sign that there is no deal to be made—at least at the current time. On the other hand, when parties know that they have a shared objective, they can decide that it is worth it to engage in deeper negotiations.

What Goes Into an Effective LOI? 

A well-constructed letter of intent should contain specific information. As was mentioned, an LOI is a tool that parties use to reach a more comprehensive agreement. If a letter of intent is too vague, it may not be all that useful.

As a general rule, most LOIs carry relatively short expiration dates. In doing so, it creates a workable timeline for negotiating a full agreement.

Finally, an effective LOI should mean the same thing to all parties involved. If businesses walk away with differing interpretations of the LOI, it could create serious problems in the future—potentially even putting the companies on a path towards commercial litigation. 

Is a Letter of Intent Binding?

An LOI can be binding. The enforceability of an LOI will always depend on the specific terms of the agreement. In some cases, letters of intent are explicitly non-binding. In other cases, letters of intent will clearly state that certain terms are binding. Just because something is labelled as a letter of intent does not mean that it lacks enforceability.

Call Our South Florida Commercial Law Attorneys Today

At Pike & Lustig, LLP, our Miami business litigation lawyers are proud to provide effective and attentive legal representation across a wide range of commercial law matters. If you have any questions or concerns about a letter of intent, we can help. With offices in Miami and West Palm Beach, we serve businesses and business owners throughout Southeastern Florida.


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