The parties had negotiated in detail the clauses which comprised the terms as amended and as such the clauses had been essentially agreed and varied. This case highlights the dangers inherent in starting work before a formal written contract is in place and such letters of intent should always be treated with caution. However, if a letter of intent is inevitable, this should: Clearly specify those contract terms that have been agreed and those that remain outstanding, so that there is no uncertainty over what has or has not been agreed between the parties; and
Some Facts to Keep in Mind About The Letter Of Intent 1.) Don't accept an LOI that grants the buyer exclusive negotiation rights unless the Due Diligence period is short. 10┰ days of DD is sufficient for most small businesses. Some buyers will ask for exclusivity and a 2 month DD period. Your other prospects will eventually lose interest, leaving you with just one buyer. Then your one buyer will start asking for all sorts of concessions from you.