We have a saying in our firm that smooth transactions make successful transitions. Basically, if two parties cannot agree on the elements of the LOI, they will probably have a hard time negotiating while dealing with the minutiae of the purchase agreement. Normally, once the key points of the deal are negotiated up front, the rest of the transaction tends to work much more smoothly.
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."