2022 Letters of Intent in Business Transactions

Original program date 12/13/2022

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
•    Understanding the point at which letters of intent may become enforceable

Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias or Kansas credit.