If the letter of intent is accepted, then the due diligence period will begin. It will continue until the time agreed upon by both parties in which, at the end of the term, a binding contract is constructed. Terms may change during this time if certain aspects of a property, previously not disclosed, are discovered.
The Court in its decision reiterated that in terms of letters of intent, it will not impose binding contracts where none existed and therefore each case will depend on its own facts, taking into consideration what is communicated between the parties by words or conduct. Where contracts are negotiated "subject to contract", the Court noted that, it will not always infer that a contract has been agreed on those business terms that are "subject to contract". However, in this case, the Court decided that the parties had agreed a binding contract and that the binding contract was not subject to contract for the following reasons: Given the parties agreement over price, it was unrealistic to infer that the parties did not intend to create legal relations; All the essential terms had been agreed and variations were agreed without stating that they were "subject to contract". The actions and communications of the parties indicated that they had accepted the contract terms and formed a legal contract, without the necessity to require a formal written contract; and