Free Letter of Intent

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Type of Letter of Intent

Frequently Asked Questions

For legal purposes, a Memorandum of Understanding is the same as a Letter of Intent.What is a letter of intent?A Letter of Intent is NOT binding on either party and is only an expression of an intent to continue negotiations in good faith.
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THIS LETTER OF INTENT (the "Letter") made as of this 22nd day of March, 2017 (the "Execution Date"),


____________________ of _________________________, _______________, __________ __________

(the "Purchaser")

- AND -

 of _________________________, _______________, __________ __________

(the "Seller").


  1. The Seller is the owner of commercial property that is available for sale.
  2. The Purchaser wishes to purchase commercial property from the Seller.

This Letter will establish the basic terms to be used in a future real estate purchase agreement between the Seller and the Purchaser. The terms contained in this Letter are not comprehensive and it is expected that additional terms may be added, and existing terms may be changed or deleted. The basic terms are as follows:

  1. Non-Binding
  2. This Letter does not create a binding agreement between the Purchaser and the Seller and will not be enforceable. Only the future real estate purchase agreement, duly executed by the Seller and the Purchaser, will be enforceable. The terms and conditions of any future real estate purchase agreement will supersede any terms and conditions contained in this Letter. The Seller and the Purchaser are not prevented from entering into negotiations with other third parties with regard to the subject matter of this Letter.
  3. Transaction Description
  4. The property (the "Property") that is the subject of this Letter is located at:
  5. The legal land description for the Property is:
  6. Purchase Price
  7. The Purchaser will pay to the Seller the amount of $0.00 CND on or before the 22nd day of March, 2017 (the "Closing Date") as payment in full for the Property.
  8. The Purchaser will take possession of the Property on the 22nd day of March, 2017.
  9. Real Property Disclosure
  10. The Seller does not know of any material facts that would affect the value of the Property, except those observable by the Purchaser or known to the Seller and stated in this Letter.
  11. Representations
  12. The Seller represents and warrants that the Property is free and clear of any liens, charges, encumbrances or rights of others which will not be satisfied out of the sales proceeds. If the representations of the Seller are untrue upon the Closing Date, the Purchaser may terminate any future agreement without penalty.
  13. Terms and Conditions
  14. The Property is subject to a lease or sublease and a copy of the executed lease is attached.
  15. The final purchase agreement will be subject to the Purchaser being approved for all financing by the Closing Date. Either the Seller or the Purchaser may cancel the final agreement if the Purchaser cannot obtain adequate financing by the Closing Date despite due diligence and good faith on the part of the Purchaser.
  16. The following describes fixtures or assets that will not be included in the final agreement:
  17. The Purchaser accepts the Property in its current state and condition without any further work, repairs, treatments or improvements except the following specific work, repairs, treatments and improvements that the Seller will complete at the Seller's sole cost:

This Letter accurately reflects the understanding between the Seller and the Purchaser, signed on this 22nd day of March, 2017.


Letter of Intent Details

What is a Letter of Intent?

A Letter of Intent, also known as an LOI or letter of interest, is a non-binding document that specifies one party's intentions towards another.

Generally, a Letter of Intent is used for business or real estate transactions to indicate an interested party's intention to purchase the business or property.

What is in a Letter of Intent?

A Letter of Intent includes information about:

  • Both parties involved in the proposed transaction.
  • A description of the transaction, meaning the property or business address, or specifications about what the Letter of Intent is for.
  • Pricing and deposit details.
  • What the terms are (if any).

A Letter of Intent will also list details regarding the intended transaction, such as, if it is real estate related, whether it is commercial, residential, industrial, agricultural, or recreational property.

In a business transaction, it would specify what was being purchased, such as assets (furniture, supplies, vehicles), or shares.

You may also include clauses in regards to confidentiality, if necessary.

What Should I Use a Letter of Intent For?

A Letter of Intent can serve many purposes, the most common being that it can provide a clear, concise version of your negotiations prior to signing a binding contract. This means that both parties involved can ensure they are on the same terms, and in agreement, before the transaction moves on to the next step.

Is a Letter of Intent Legally Binding?

LawDepot's Letter of Intent is not legally binding. A Letter of Intent serves to outline the terms of an agreement before an actual contract is made.

For example, if you intend to purchase a business, but are waiting on certain details to be finalized before going ahead, you may wish to use a Letter of Intent to show the seller that you are serious about your intentions in relation to purchasing their company.

This would not make you legally obligated to purchase the business, but would simply make your intentions clear to the seller.

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