Using a Letter of Intent in a Commercial Real Estate Transaction
UPDATED: September 19, 2013
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A letter of intent is generally a good idea in your purchase of commercial real estate. It documents the essential terms before the contract is signed. Knowing that the major terms are resolved, makes it more likely the deal will happen. And the letter can also be looked upon as a way to identify the unresolved items the parties now need to address. The letter of intent offers reassurance that the transaction is moving forward, and the letter is used as a reference point for all major aspects of the deal. The seller in particular may suggest a letter of intent to be more certain you are serious about this purchase before spending time and expense in preparing the contract itself.
Non-Binding Letter of Intent
To be certain your letter of intent is non-binding, include a clause that specifically states it is not a binding agreement. Also keep in mind that your conduct after your signing can make an otherwise non-binding letter binding. You do not want to be contractually bound until you sign a written contract. Before that time, neither party can rely on the letter as creating any kind of legal obligation.
If you agree to use a letter of intent, be sure your attorney reviews and clarifies all the terms. The letter of intent should be treated like any other legal document, which must be drafted carefully and thoroughly understood by you to avoid the possibility of future litigation.