Letters of Intent in Business Transactions: Avoiding Legal Pitfalls When Documenting Preliminary Deal Terms

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

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

Conducted on Wednesday, July 10, 2019

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will prepare business counsel to negotiate, draft and enforce letters of intent (LOIs) for various types of corporate transactions. The panel will review the latest legal developments with LOIs, including disputes and litigation over whether LOIs are binding, the impact of the parol evidence rule, the parties' duty to negotiate in good faith, and more.


LOIs are an essential tool for outlining preliminary deal terms and keeping the deal alive while the parties negotiate the final agreement. Thoughtfully approaching critical terms in the LOI will expedite deal 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. Failure to adequately resolve ambiguities stemming from whether a LOI is binding on the parties can cause litigation.

Counsel must meticulously draft expressions of binding terms, considering the factors that courts use to determine whether there is an indication of the parties' intent to bind. Counsel must know the impact of the parol evidence rule on whether a LOI is admissible to help interpret 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 letters of intent
  2. Structuring the letter of intent
  3. Avoiding or prevailing in disputes over binding and non-binding provisions in letters of intent


The panel will review these and other key issues:

  • What are the primary advantages and disadvantages of entering an LOI?
  • What terms should be included in LOIs?
  • What factors do courts typically examine when determining whether to find an LOI binding?


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

Attorney Morris A. Nunes

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

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