Letters of intent in real estate transactions – buying/selling property and leasing – are essential in helping the parties frame areas of agreement, identify areas for further negotiation, and establish a timeline for completing the deal.
These letters can also be cost-effective in determining whether the parties can reach agreement on major terms before definitive agreements are drafted. But there are substantial drawbacks. One party may use the letter to shop the transaction to third parties, using the offer as a stalking horse. In some instances, too, the letter itself may be so detailed that it becomes enforceable.
This program provides a practical guide to drafting letters of intent in commercial real estate acquisition and sales, and leasing transactions.
- Defining timeframes for negotiations/operative agreements & expiration of letter
- Core economic terms – purchase price and holdbacks, lease payments, escalator clauses
- Deposits – hard money v. soft money – and escrow instructions
- Identifying the property subject to acquisition or lease
- Other major terms – use, exclusivity, environmental issues, etc.
- Confidentiality and non-marketing provisions