What is a letter of intent? (LOI) | Definition from TechTarget (2024)

What is a letter of intent? (LOI) | Definition from TechTarget (1)

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  • Katie Terrell Hanna

What is a letter of intent (LOI)?

A letter of intent (LOI) is a written, nonbinding document that outlines an agreement in principle between two or more parties before a legal agreement is finalized. It is often used in business transactions, such as mergers and acquisitions, joint ventures and real estate leases.

What is included in a letter of intent?

A letter of intent typically includes the following information:

  • Names and contact information of parties involved.
  • A description of the transaction.
  • The proposed terms of the transaction.
  • A timeline for the completion of the transaction.
  • A confidentiality clause.

Why is a letter of intent important?

A letter of intent can be a vital instrument for businesses and other organizations.

First, it helps clarify the terms of a proposed transaction, ensuring all parties involved have a clear understanding of what is being agreed upon. This clarity reduces the risk of misunderstandings that could potentially disrupt the transaction.

A letter of intent can build trust between the parties involved by establishing a mutual understanding and a shared vision for the transaction. They can also expedite the completion of a transaction by outlining the terms and expectations from the onset, thus streamlining the negotiation and execution process.

For instance, consider two companies planning to merge. They would benefit from entering into a letter of intent that outlines the terms of the merger, including aspects such as the merger price, the exchange ratio and the anticipated date of the merger.

Such a strategic move ensures that both companies have aligned expectations, thus mitigating the chance of unexpected hitches when it's time to finalize the merger agreement.

What are the risks of using a letter of intent?

There are a few risks associated with using a letter of intent. First, it is important to remember that a letter of intent is not a legally binding document. This means that the parties involved are not legally obligated to complete the transaction, even if they have signed a letter of intent. However, if one party breaches it, the other party may be able to sue for damages.

It is also important to be aware that a letter of intent can be used to make false or misleading statements. For example, a company may claim it has secured financing for a merger when it has not. This could give the other party the false impression that the merger is a sure thing when, in fact, it is not.

Finally, a letter of intent can be used to lock in a price or other terms that may not be in the best interests of one or more parties. For example, a company may agree to a price for a merger that is below market value. This could result in the company losing money on the merger.

What is a letter of intent? (LOI) | Definition from TechTarget (2)

How to write a letter of intent

There is no one-size-fits-all approach to writing a letter of intent. However, there are some general tips that can be helpful:

  • Be clear and concise. The letter of intent should be easy to understand and should not contain any legal jargon.
  • Be specific. The letter of intent should include as much detail as possible about the transaction, such as the price, the exchange ratio and the date of the transaction.
  • Be realistic. The letter of intent should be based on realistic expectations and should not contain any unrealistic promises.
  • Be flexible. The letter of intent should be flexible enough to allow for changes if necessary.
  • Get legal advice. It is always a good idea to get legal advice before signing a letter of intent.

What happens after a letter of intent is signed?

Once a letter of intent is signed, the parties involved typically begin negotiating the terms of the final agreement. If the parties are unable to reach an agreement, it may be terminated.

When used appropriately, a letter of intent is a useful tool for businesses and other organizations that are considering entering into a transaction. It can help to clarify the terms of the transaction, reduce the risk of misunderstandings and build trust between the parties involved.

Partnering in the IT industry can be tricky. Learn about new approaches, such as co-innovation and generative partnering.

This was last updated in June 2023

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What is a letter of intent? (LOI) | Definition from TechTarget (2024)

FAQs

What is a letter of intent? (LOI) | Definition from TechTarget? ›

A letter of intent (LOI) is a written, nonbinding document that outlines an agreement in principle between two or more parties before a legal agreement is finalized.

What does the LOI stand for in a letter of intent? ›

A letter of intent (LOI) is a document written in business letter format that declares a party's intent to do a specific thing. It's usually, but not always, nonbinding, and it states a preliminary commitment by one party to do business with another party.

What is the purpose of the letter of intent? ›

Purpose of a Letter of Intent (LOI)

Parties can use an LOI to outline some of the basic, fundamental terms of an agreement before they negotiate and finalize all the fine points and details. Furthermore, the LOI may be used to signal that two parties are negotiating a deal such as a merger or joint venture (JV).

Does letter of intent mean offer letter? ›

In conclusion, an offer letter is a binding agreement that outlines the specific terms and conditions of employment, while a letter of intent is a preliminary agreement that sets the stage for negotiations and a final agreement.

What to expect from a letter of intent? ›

A letter of intent is a less common way of expressing interest in a company. It targets reasons you're looking for opportunities with a specific organization. A letter of intent does include elements of a traditional cover letter, such as relevant experience and skills, but it's used in slightly different contexts.

How serious is an LOI? ›

A letter of intent (LOI) by no means that the deal is finished. But it does lend a tone of seriousness to the deal, and can help both parties negotiate in a more constructive fashion. Before signing a letter of intent, or writing one with the assistance of your lawyer, here's what you need to know.

What happens after an LOI? ›

Once the LOI is signed, the next steps are to negotiate the purchase agreement and perform due diligence. These are separate processes, but they usually occur in parallel and take about 90 days to complete.

Is a letter of intent a good thing? ›

Key benefits of a Letter of Intent (for all parties involved) The LOI has benefits for all parties involved. Clarity: The Letter of Intent clarifies both parties' expectations regarding the price, terms, and timeline of the acquisition.

Is an LOI an offer? ›

A Letter of Intent outlines just the most salient details of the purchase offer. This includes the purchase price, requested timeline to close, and any contingencies. It does not outline financing details, as this is worked out separately with the lender.

Is a LOI legally binding? ›

Letters of intent are not legally binding, and don't extend full legal protection to contractual parties. However, if not stated clearly, they can become legally binding, might not always be desirable—especially if the agreement is still pending approval by both parties.

What happens at a letter of intent signing? ›

Simply, by signing an NLI you are given an award including athletics aid for the upcoming academic year provided you are admitted to the institution and you are eligible for athletics aid under NCAA rules. Furthermore, by signing an NLI you effectively end the recruiting process.

Can you negotiate after letter of intent? ›

The fact that letters of intent aren't legally binding trips up many physicians. There's nothing legally wrong with signing a letter of intent and then trying to negotiate the items in it, but it makes you look like you're not negotiating in good faith.

Who gives the letter of intent? ›

A letter of intent (LOI) issued by an employer to a potential candidate, as the name suggests, indicates only the employer's intention to issue an offer of employment. It is a common misconception that an LOI is an offer, which, once accepted, becomes a binding contract.

What are the risks of letter of intent? ›

In these circ*mstances, in the absence of an agreed construction or development contract, the temptation of the parties is to use a letter of intent. The absence of a clear, comprehensive and concluded contract often leads to disputes over the scope of work and claims for further payment and/or time.

How strong is letter of intent? ›

A letter of intent is a document outlining the intentions of two or more parties to do business together; it is often non-binding unless the language in the document specifies that the companies are legally bound to the terms.

What not to do in a letter of intent? ›

Here's a look at four significant pitfalls to avoid when writing a letter of intent in business.
  • Not being ready to continue the transaction. ...
  • Not thinking through the right timing for success. ...
  • Breaching a nonbinding agreement. ...
  • Not defining the binding and nonbinding elements.
Nov 16, 2023

How legally binding is an LOI? ›

What is a letter of intent? A letter of intent (LOI ) is a document drawn up when two parties come to a mutual agreement, but haven't worked out all the details yet. This letter is presented before the finalized legal agreement, which means that a letter of intent is not legally binding.

Does an LOI need a signature? ›

A letter of intent is typically signed by the party making the offer (or counteroffer) and may have a space for the other party to indicate that the receiving party agrees to the proposed transaction.

What is the difference between a letter of commitment and an LOI? ›

The most significant difference between letters of commitment and letters of intent is their formality and the potential for legal repercussions when signing them. Signed letters of commitment are legally binding documents.

What is the most important reason to write an LOI? ›

The LOI is used to: Outline the key aspects of a proposed transaction that the parties agree on. Signify that the parties are committed to moving forward on a deal. Serve as a guiding document for drafting a formal binding contract.

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