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Letters of Intent: Avoiding Legal Pitfalls in Drafting Preliminary Business Deal Terms

Minimizing Disputes Over Whether LOI is Binding or Non-Binding, Avoiding Unintended Performance or Financial Obligations

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, July 19, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will prepare business counsel to negotiate, draft, and enforce letters of intent (LOIs) for various commercial transactions. The panel will review the latest legal developments with LOIs, including judicial decisions.


LOIs are essential for outlining preliminary deal terms and keeping the deal alive while the parties negotiate the final agreement. Thoughtfully approaching critical LOI terms will expedite negotiations and help the parties avoid contentious disputes, saving time and money.

While LOIs can reduce the time and expense of closing a transaction, they can also create difficulties for the parties later. For example, ambiguities over whether an LOI binds the parties can result in litigation.

Counsel must meticulously draft terms, aware of the factors that determine whether and to what degree the parties intend to be bound. Counsel must know the impact of the parol evidence rule on LOI admissibility for interpreting later agreements.

Listen as our authoritative panel of corporate attorneys reviews the benefits of using LOIs to expedite business transactions and drafting pitfalls. The panel will discuss best practices for developing and negotiating terms in the LOI and the enforceability of LOIs when a deal falls through.



  1. Advantages and disadvantages of LOIs
  2. Structuring the LOI
  3. Avoiding or prevailing in disputes over binding and non-binding provisions in LOIs


The panel will review these and other key issues:

  • What are the primary advantages and disadvantages of entering an LOI?
  • What kinds of transactions are often LOI subjects?
  • What terms should be included in LOIs?
  • What factors do courts typically examine when determining whether to find an LOI binding?
  • Have COVID-19 and other force majeure events affected LOI use?


Lu, May
May Lu

Tiffany & Bosco

Ms. Lu serves the transactional needs of businesses and their owners by assisting them with business formation,...  |  Read More

Nunes, Morris
Morris A. Nunes

Of Counsel

Mr. Nunes specializes in business counseling and transactional work. His practice focuses on representing and...  |  Read More

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