So let's sum things up:* The LOI and similar documentary terms, are non standard, confusing, and lead to ambiguity. * Documentary ambiguity is referred to in trade law as a condition "The Battle of the Forms" in which confusion from contradictory and ambiguous forms and documents damages the transaction. This should be avoided. * To seasoned corporate traders and bankers, using terms like "Letter of Intent" is the mark of amateurs. * What you properly want is an RFQ, request for quotation, from a seller or supplier. The seller may then reply to your RFQ with a quote OR full offer if they wish.
A fundamental flaw of the LOI, lies in what Vasilios J. Kalogredis, a Wayne, Pennsylvania attorney, calls "the uncertainty and potential risk of any such undertaking." Kalogredisis, a business contract law expert, explains it this way: "Letters of intent are often touted as a 'non_legally binding' way to get the parties to set forth in writing what the undertaking is among them relative to a transaction. Too often, parties will sign such a document, feeling that they have little or nothing to lose by doing so... [True, that's] one of the attractive elements of the letter of intent [its purported non_binding nature]. However, courts have found letters of intent to create binding obligations, even if the letter itself does not explicitly state that it is binding... certain provisions within the document may indeed [still] have legal effect."