Letters of Intent in Business Transactions

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.

Schedule:

• Drafting effective letters of intent in transactions
• Purposes of letters, timing, relationship to diligence, exclusivity
• Substantive  terms v. process terms
• Indemnity, hold back and limitation of liability provisions
• Termination of a letter and survival of certain provisions
• Understanding the point at which letters of intent may become enforceable