A letter of intent (“LOI”) is often the first document in a proposed deal – a summary of a range of key terms or concepts for negotiation toward entering into a final, formal agreement. But what seems like a simple document can be much more than a mere list of possible terms to be discussed by the parties, and might just result in a final agreement in one side’s sole discretion. In some cases, an LOI can be an enforceable agreement to negotiate in good faith toward a final agreement based, at least in part, on its stated terms. Even those LOIs that specifically say they are non-binding may, in fact, be binding. For instance, an LOI could be enforceable in its own right if all material terms of a final agreement are set out in the LOI and the parties’ conduct suggests they treated the LOI as a final agreement. Rather than being a “safe haven” that can be terminated at will without liability, an LOI can present great risk and unintended consequences to the parties if not recognized and handled with care. Missteps in documentation and/or subsequent conduct of the parties along the way could result in blown deals and damages. Even an otherwise carefully and clearly drafted LOI may not be free from risk or unintended consequences.
Tim Snider is a partner of the firm whose practice emphasizes complex business litigation. Tim defends companies and executives in class actions, securities and antitrust cases, consumer and unlawful trade practices actions, and corporate governance disputes. Tim also represents businesses in commercial contract disputes and insurance coverage actions. Tim has appeared in federal and state courts around the country, including Oregon, Washington, California, Idaho, Connecticut, Oklahoma and Texas. Tim works with public companies and privately held businesses in a number of industries including insurance, technology, telecommunications, transportation, healthcare, energy, construction, manufacturing, consumer products and financial services. Tim is immediate past chair of Stoel Rives’ firm-wide Litigation practice group.
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