2020 Letters of Intent in Business Transactions

Letters of intent frame the material terms of business and commercial transactions. They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable. This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.

• Drafting effective letters of intent in transactions
• Purposes of letters, timing, relationship to diligence, exclusivity
• Substantive terms v. process terms
• Indemnity, hold back and limitation of liability provisions
• Termination of a letter and survival of certain provisions