Real Estate Leasing Letters of Intent: Obtaining Favorable Terms and Avoiding Protracted Negotiations

Structuring Effective LOIs and Minimizing Enforceability Pitfalls

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


Conducted on Thursday, February 12, 2015

Recorded event now available

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Program Materials

This CLE webinar will discuss best practices for drafting and negotiating key terms for a letter of intent (LOI) for a commercial leasing transaction from the perspective of both tenant and landlord, as well as the enforceability of an LOI in the case the deal falls through.

Description

As the pace of leasing transactions accelerates, LOIs are a key tool for keeping the deal in place as negotiations proceed.  Accurately setting out agreements to key lease terms in an LOI will expedite the negotiations and avoid contentious disputes, making the client’s transaction smoother, more efficient and less costly.

From the tenant’s perspective, a comprehensive LOI setting out the key economic terms or “must-haves” puts it in a position to obtain more favorable lease terms. From the landlord’s perspective, time is not wasted on a deal that is not consummated.

Beyond basic terms of rent, security deposit and lease term, the LOI may include the permitted uses, assignment and subletting, signage, SNDA’s, improvements, and financial guaranties. While the parties generally do not intend for lease terms to be binding, some terms should be made expressly binding such as confidentiality provisions, access to sensitive information, and performance deadlines.

Counsel must be careful to draft expressions of binding terms very carefully keeping in mind the factors that courts look at in determining whether there is an indication of the parties’ intent to bind.

Listen as our authoritative panel of real estate practitioners reviews the benefits of using LOI to expedite real estate leasing transactions as well as drafting pitfalls. The panel will discuss best practices for drafting and negotiating key terms for an LOI from the perspective of both tenant and landlord, as well as the enforceability of LOI in the case the deal falls through.

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Outline

  1. Advantages of using LOI in real estate leasing transactions
  2. Binding vs. non-binding terms  
  3. Negotiating specific terms of the LOI
  4. Enforceability of the LOI
  5. Drafting pitfalls

Benefits

 The panel will review these and other key issues:

  • What are the key advantages of LOI from perspectives of the respective parties?
  • What strategic decisions need to be made to determine how comprehensive an LOI should be?
  • What are terms of the LOI that should be made binding?
  • What factors do courts consider in determining the parties’ intent to bind, and thus, the enforceability of the terms of the LOI?

Faculty

Fishman, Manuel
Manuel Fishman

Shareholder
Buchalter Nemer

Mr. Fishman focuses his practice on representing real estate developers, owners and secured lenders in the acquisition,...  |  Read More

Yalamanchili, Sujata
Sujata Yalamanchili

Partner
Hodgson Russ

Ms. Yalamanchili has extensive experience in business and commercial real estate development, commercial leasing, and...  |  Read More

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