One of the most important things you can build into these documents is a clause that allows you to perform proper "due diligence" on the property. Basically you want to make sure that you have time to review all of the necessary financial information, management documents, and fully inspect the property itself BEFORE you finalize the purchase of the property. If things are not what they appear to be on the surface, it is better to find out now _ before you own the property than 6 months down the road.
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