Should a lawyer review a letter of intent?
Asked by: Dixie Marks | Last update: November 29, 2025Score: 4.1/5 (18 votes)
The LOI may seem like a safe and simple step, but it is a critical document that sets the foundation for your business sale. Signing an LOI without a lawyer's review is like starting a race with your shoelaces untied—avoidable mistakes can trip you up and jeopardize your success.
Should a lawyer review my offer letter?
The importance of legal review
A skilled attorney can review your contract to help ensure that you are being fairly compensated for your roles and responsibilities. Furthermore, employment contracts typically include restrictive covenants, such as non-compete and non-disclosure clauses.
How do you review a letter of intent?
Focus on the key terms that are essential for moving forward with the transaction. Be Strategic with Binding Clauses: Consider carefully which provisions of the LOI should be binding. Confidentiality and exclusivity clauses are often made binding, but be cautious about making other terms binding prematurely.
Do I need a lawyer for a letter of intent?
Hiring an attorney to help you spot issues may help you ensure that the entire deal will not have to be reworked at a later date. It may also help you ensure that you do not inadvertently create contract terms when you do not intend for the LOI to be nonbinding.
Who drafts the letter of intent?
In the context of business deals, LOIs are typically drafted by a company's legal team, which outlines the details of the intended action. For example, in the merger and acquisitions (M&A) process, LOIs detail whether a firm plans to take over another company with cash or through a stock deal.
How to Review a Letter of Intent [Key Parts To Find and Understand]
How legally binding is a letter of intent?
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.
How much does a letter of intent cost?
How Much Does a Letter of Intent Cost? The average cost (i.e., legal fees) for a lawyer to draft a letter of intent is $770 on a flat fee basis. The average cost for a lawyer to review a letter of intent is $330 on a flat fee basis.
What should you avoid in a letter of intent?
- 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.
Can you sue over a letter of intent?
Yes, it is possible to break a letter of intent. Violating an agreement could result in civil or criminal charges depending on the wording and nature of the letter itself. If one party does not adhere to the letter's conditions, the other can sue for breach of contract.
Are you legally bound to a 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 is the next step after the letter of intent?
What happens after the letter of intent is signed? The signing of an LOI typically triggers the due-diligence period, during which negotiations occur, the purchase agreement is drafted, and the buyer's requests for company information are satisfied (see our article, “Preparing for Due Diligence in a Business Sale.”
Who signs the LOI first?
Who Initiates a Letter of Intent and Who Signs it? A buyer will typically initiate a letter of intent. They may get assistance from their attorney in drafting the letter of intent. Once both the buyer and seller have come to agreement on the terms in the LOI, both the seller and the buyer will sign it.
How long is a letter of intent good for?
Typically, a buyer would state its Letter of Intent is open for acceptance for 72 to 96 hours, or in some cases a one-to-two weeks.
How much does a lawyer charge for contract review?
Hiring a contract lawyer doesn't come cheap. The average attorney contract review cost per hour in the U.S. ranges anywhere from $125 to over $500. Costs can depend largely on the lawyer's experience, specialization, and location.
Is it okay to follow up for offer letter?
If you were offered a position verbally during an interview but haven't received a written job offer or employment contract yet, you may want to send a follow-up email to see if there's anything you can do to help with the hiring process.In this article, we explain when to follow up, what to do in the meantime and how ...
How do you know if your lawyer is doing a good job?
Check your lawyer on legal sites such as Avvo or nolo, as well as on general sites like Google Places and Yelp! to see what other clients have to say. Search peer-review online databases such as martindale.com to see comments and opinions from other lawyers. 5. Get another lawyer's opinion.
What makes a letter of intent legally binding?
When Can a Letter of Intent Become Binding? Despite its preliminary nature, under certain circumstances, an LOI can be binding. If the document includes all the elements of a contract—offer, acceptance, and consideration—it might legally hold the parties to its terms.
Can I back out of a letter of intent?
Enforceability of a letter of intent
Thus, either party can cancel the letter at any time. However, some parts of the letter of intent may be binding on their own. For example, a right of first refusal would be binding.
Can I walk away from a letter of intent?
Yes, if the LOI is non-binding, either party can walk away without facing legal consequences. However, if certain clauses are binding breaching them could lead to legal disputes.
What is the greatest risk of using a letter of intent?
Whether a letter of intent is binding depends on its terms and herein lies the greatest danger of the letter of intent. If the letter of intent is vague or ambiguous on whether it is binding, the parties may disagree as to whether they are bound.
What makes a strong letter of intent?
Aim to keep your letter of intent concise and to the point while also providing enough detail to effectively showcase your qualifications and interest. See our guide on how long a cover letter should be as these two documents are similar in structure and length.
What are the disadvantages of a letter of intent?
Letters of intent are not a panacea for engaging a contractor on a whole project, however, and they should never be viewed as a replacement for the main contract. Communications referred to by the parties as letters of intent do not always provide clarity as to the parties' rights and obligations for the initial works.
Do you need a lawyer for a letter of intent?
An attorney reviewing an LOI can help to identify errors, additional considerations, or problematic or unclear LOI terms. When you proceed to contract negotiations, it is difficult to alter an LOI term that may not have received enough attention or consideration at the LOI drafting stage.
Does a letter of intent expire?
Letter of intent: Key takeaways
It is a precursor to a formal contract. But it may include some binding provisions. So always have it reviewed by your attorney. It does expire, but you can negotiate its expiration date.
Does an LOI need to be notarized?
While a letter of intent is not a legal document and need not be notarized, it is wise to discuss what it should include with a well-informed estate planning attorney before you begin.