Letters of Intent: Avoiding Legal Pitfalls in Drafting Preliminary Business Deal Terms
Minimizing Disputes Over Whether LOI is Binding or Non-Binding, Avoiding Unintended Performance or Financial Obligations

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Tuesday, July 19, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will prepare business counsel to negotiate, draft, and enforce letters of intent (LOIs) for various commercial transactions. The panel will review the latest legal developments with LOIs, including judicial decisions.
Faculty

Ms. Lu serves the transactional needs of businesses and their owners by assisting them with business formation, joint ventures, mergers and acquisitions, and other business agreements. She also provides guidance to businesses concerning disputes among owners and related fiduciary duties. In addition, she assists clients with regulatory and governance issues related to the U.S. Small Business Administration and other federal, state, and local programs.

Mr. Nunes specializes in business counseling and transactional work. His practice focuses on representing and counseling privately held businesses, their owners and the owners’ families, as well as non-profits and trade associations. He is a frequent CLE presenter on business law topics and authored five books, including Basic Legal Forms for Business, The Right Price for Your Business and Balance Sheet Management, as well as many articles in professional and financial publications. Mr. Nunes currently serves Of Counsel to King Yaklin & Wilkins in Georgia.
Description
LOIs are essential for outlining preliminary deal terms and keeping the deal alive while the parties negotiate the final agreement. Thoughtfully approaching critical LOI terms will expedite negotiations and help the parties avoid contentious disputes, saving time and money.
While LOIs can reduce the time and expense of closing a transaction, they can also create difficulties for the parties later. For example, ambiguities over whether an LOI binds the parties can result in litigation.
Counsel must meticulously draft terms, aware of the factors that determine whether and to what degree the parties intend to be bound. Counsel must know the impact of the parol evidence rule on LOI admissibility for interpreting later agreements.
Listen as our authoritative panel of corporate attorneys reviews the benefits of using LOIs to expedite business transactions and drafting pitfalls. The panel will discuss best practices for developing and negotiating terms in the LOI and the enforceability of LOIs when a deal falls through.
Outline
- Advantages and disadvantages of LOIs
- Structuring the LOI
- Avoiding or prevailing in disputes over binding and non-binding provisions in LOIs
Benefits
The panel will review these and other key issues:
- What are the primary advantages and disadvantages of entering an LOI?
- What kinds of transactions are often LOI subjects?
- What terms should be included in LOIs?
- What factors do courts typically examine when determining whether to find an LOI binding?
- Have COVID-19 and other force majeure events affected LOI use?
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals
Related Courses

USTR Final Action on Port Entry Fees for Chinese-Operated, -Owned, and -Built Vessels; Non-U.S. Built Vehicle Carriers
Tuesday, May 6, 2025
1:00 p.m. ET./10:00 a.m. PT

Supply Agreements: Structuring Defense, Indemnity, and Insurance Provisions
Thursday, May 29, 2025
1:00 p.m. ET./10:00 a.m. PT

M&A Asset Sales vs. Stock Sales: Pros and Cons of Each Structure, Buyer and Seller Preferences, Negotiation Strategies
Friday, May 23, 2025
1:00 p.m. ET./10:00 a.m. PT
Recommended Resources
Navigating Modern Legal Challenges: A Comprehensive Guide
- Business & Professional Skills
- Career Advancement
How to Build a Standout Personal Brand Without Sacrificing Billable Hours
- Career Advancement