Potential Pitfalls with Letters of Intent

Posted on August 31, 2017

By: Renee Eshelman

What should landlords do when they discover that “nonbinding” really isn’t?

Gone are the days of handshakes and scribbled-napkin deals. Today, most commercial real estate transactions are memorialized with a letter of intent (LOI) to outline the main agreed-upon deal points for a proposed transaction. Although signed by each party, LOIs are typically stated to be “nonbinding” and therefore not legally enforceable, merely an agreement to agree.

The nonbinding nature of LOIs can be both a blessing and a curse. Busy landlords considering a new lease might review the main points of the deal that affect their bottom line — lease term, rental rate, tenant improvements, etc. — and, finding that everything seems correct, might consider themselves finished. Why not skim over or altogether avoid reviewing the rest? The details can be worked out in the lease; there seems to be no need to put themselves to sleep reviewing the fine points now. Why spend the time and expense of legal review? What harm can these provisions really do? The answer: quite a bit!

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