I have been getting some questions on letters of intent so here goes.
A letter of intent (LOI or LoI and sometimes capitalized as Letter of Intent in legal writing, but only when referring to a specific document under discussion) is a document outlining an agreement between two or more parties before the agreement is finalized. The concept is similar to a heads of agreement. Such agreements may be Asset Purchase Agreements, Share Purchase Agreements, Joint-Venture Agreements and overall all Agreements which aim at closing a financially large deal.
LOIs resemble written contracts, but are usually not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as non-disclosure agreements, a covenant to negotiate in good faith, or a "stand-still" or "no-shop" provision promising exclusive rights to negotiate. A LOI may sometimes be interpreted by a court of law as binding the parties to it, if it too-closely resembles a formal contract.
The most common purposes of an LOI are:
To clarify the key points of a complex transaction for the convenience of the parties
To declare officially that the parties are currently negotiating, as in a merger or joint venture proposal
To provide safeguards in case a deal collapses during negotiation.
An LOI may also be referred to as a term sheet or discussion sheet. The terms reflect different styles (an LOI is typically written in letter form and focuses on the parties' intentions; a term sheet skips formalities and lists deal terms in a bullet-point summary), but usually do not indicate any difference under law. A contract, by contrast, is a legal document governed by contract law. Furthermore, there is also a specific difference between a letter of intent and a memorandum of understanding (MOU); an LOI outlines the intent of one party toward another with regard to an agreement, and may only be signed by the party expressing that intent, whereas an MOU must be signed by all parties to be a valid outline of an agreement. Nevertheless, LOIs are fairly often incorrectly referred to as MOUs and vice versa.
Randy Bailiff
Dean Graziosi Investment and Life Coach
I have been getting some questions on letters of intent so here goes.
A letter of intent (LOI or LoI and sometimes capitalized as Letter of Intent in legal writing, but only when referring to a specific document under discussion) is a document outlining an agreement between two or more parties before the agreement is finalized. The concept is similar to a heads of agreement. Such agreements may be Asset Purchase Agreements, Share Purchase Agreements, Joint-Venture Agreements and overall all Agreements which aim at closing a financially large deal.
LOIs resemble written contracts, but are usually not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as non-disclosure agreements, a covenant to negotiate in good faith, or a "stand-still" or "no-shop" provision promising exclusive rights to negotiate. A LOI may sometimes be interpreted by a court of law as binding the parties to it, if it too-closely resembles a formal contract.
The most common purposes of an LOI are:
To clarify the key points of a complex transaction for the convenience of the parties
To declare officially that the parties are currently negotiating, as in a merger or joint venture proposal
To provide safeguards in case a deal collapses during negotiation.
An LOI may also be referred to as a term sheet or discussion sheet. The terms reflect different styles (an LOI is typically written in letter form and focuses on the parties' intentions; a term sheet skips formalities and lists deal terms in a bullet-point summary), but usually do not indicate any difference under law. A contract, by contrast, is a legal document governed by contract law. Furthermore, there is also a specific difference between a letter of intent and a memorandum of understanding (MOU); an LOI outlines the intent of one party toward another with regard to an agreement, and may only be signed by the party expressing that intent, whereas an MOU must be signed by all parties to be a valid outline of an agreement. Nevertheless, LOIs are fairly often incorrectly referred to as MOUs and vice versa.
Randy Bailiff
Dean Graziosi Investment and Life Coach