Letters of Intent

News & Analysis as of

Texts that Bind: Text Messages May Form Binding Real Property Contract

Last month, in St. John’s Holdings, LLC v. Two Electronics, LLC (No. 16 MISC 000090 (RBF)), a Massachusetts Land Court judge held that text messages exchanged between two real estate brokers may be sufficient to constitute...more

4 Ways to Protect Your Business During Exit Talks

There comes a time when just about every reasonably successful startup gets an exit opportunity. For founders, these moments are triumphant. You’ve dedicated years of your life to building something, and now somebody wants to...more

Assessing New Risks in Letters of Intent - Delaware Supreme Court Creates Increased Exposure by Recognizing a Duty to Negotiate in...

Prior to entering into a definitive commercial agreement, parties often enter into a letter of intent, a term sheet or a memorandum of understanding (a preliminary agreement). Some of the provisions in the preliminary...more

Georgia Supreme Court Answers “Yes”—A Guarantor May Waive Foreclosure Confirmation

In a decision issued on February 22, 2016, the Supreme Court of Georgia ruled that a guarantor can waive by contract the requirement for a lender to obtain confirmation of a foreclosure sale before pursuing the guarantor for...more

Mississippi CON Report

I. Mississippi Certificate of Need Meeting on March 3, 2016 - During the March 3, 2016, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis and...more

Is that Letter of Intent Enforceable?

Letters of intent, or term sheets (“LOIs”), are commonly used in M&A and other corporate transactions. However, when discussions between parties breakdown the question often arises, are any of the terms in the LOI...more

How to Ensure that an Agreement to Negotiate in Good Faith is Enforceable

As I discussed in a prior blog post, agreements to negotiate in good faith can be enforceable. Nevertheless, I recently was reminded when re-reading Schwanbeck v. Federal-Mogul Corp., that if you really want an agreement to...more

Watch Your LOIs and MOUs and “Agreements to Agree”

If you are working with a third party on a term sheet, letter of intent or memorandum of understanding (an “LOI”) on what you view as a non-binding basis, make sure to say so explicitly in the LOI. Businesses use LOIs...more

The Best of Intentions: Letters of Intent in the Sale of a Business

The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more

Mississippi CON Report

I. Mississippi Certificate of Need Meetings During November and December 2015 - No Certificate of Need meetings were held during November and December 2015. The next Certificate of Need meeting is scheduled for January...more

A Closer Look at "Accidental Contracts"

While the intention of the parties in the deal may be straightforward, unfortunately the law is often not. Most real estate deals begin with a letter of intent (or term sheet) spelling out the principal terms of the deal....more

Break Fees in Private M&A

The speed of economic change in the energy sector has created legitimate concerns about volatility in the marketplace. This has caused both vendors and purchasers to be more cautious in deal making. One way to help the...more

Mississippi CON Report - October 2015

I. October 2015 – Mississippi Certificate of Need Meeting - During the October 29, 2015, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis and...more

Superior Court Upholds Duty To Negotiate

This interesting decision upholds a claim based on the alleged duty to negotiate a contract in good faith. This confirms the need to be careful in wording letters of intent or you may be obligated for more than you were...more

Mississippi CON Report

I. September 2015 – Mississippi Certificate of Need Meeting - During the September 24, 2015, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis...more

Expect Focus – International, Summer 2015

In This Issue: - TTIP’s Impact on U.S. and EU Trade Relations - Proposed Innovation Box Legislation - Justice Department Recovers Nearly $6 Billion From False Claims Act Cases in 2014 - Rules...more

Cross-Border Transactions and Letters of Intent

Many issues applicable to domestic mergers and acquisition transactions are also relevant in cross-border mergers and acquisitions. If you are a U.S. company buying or selling a company abroad, you will likely have both U.S....more

Brokers: Rely on Broker Statements at Your Peril

Alamo Group, LLC v. A & G Realty Partners, LLC (In re OSC 1 Liquidating Corp.), 529 B.R. 825 (Bankr. D. Del. 2015) – A purchaser of debtors’ lease designation rights filed a complaint in bankruptcy court against the debtors’...more

Can You Keep a Secret?

Most real estate deals begin with a letter of intent defining the principal terms of the deal, the only enforceable paragraph of which is an agreement to keep the transaction strictly confidential. Prior to the start of due...more

Federal Small Business Set-Aside Contracts When Selling or Buying a Business

In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller,...more

M&A: How to Maximize Your Return When Selling Your Business

As a family or private business owner, you know how to sell your product or service. But do you know how to sell the company itself? Selling a business that has been built over the years is emotional and stressful, and for...more

Letter of Intent: A Seller’s Friend or Foe?

For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years...more

LOIs are nothing to LOL about: A primer on letters of intent

Letters of Intent can be minefields. On the one hand, business people want to use them to tie up a deal. On the other, they don’t want to be bound by them if they want to walk away. As one court explained, “It is a common...more

SEC Files Another Offering Fraud Case

Offering fraud has long been a staple of SEC enforcement. SEC v. Baldwin, Civil Action No. 2:15-cv-00458 (D. UT. Filed June 25, 2015) is one such action, centered on the acquisition of two defaulted loans, collateralized by...more

Letters of Intent: What Do They Really Do?

A construction project usually contains a web of contractual relationships, such as between owner-contractor, contractor-subcontractor, subcontractor-supplier, owner-architect, architect-engineer, and so forth. To make things...more

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