This is a list of some points that should be considered for inclusion in a term sheet or letter of intent. It includes general drafting considerations, structure of the transaction, due diligence provisions, confidentiality, and other areas.
This is a list of some points that should be considered for inclusion in a term sheet or letter of intent. It includes general drafting considerations, structure of the transaction, due diligence provisions, confidentiality, and other areas.
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A Letter of Intent is, as its name suggests, often prepared in the form of a letter from one party (typically the would-be Buyer) to the other (the Seller or target company). On the other hand, a Term Sheet is generally crafted in a sort-of outline format, sometimes even in bullet points.
Both documents outline an agreement that two or more parties expect to make. A letter of intent, as the name implies, is written in the form of a letter whereas a term sheet is more often a list of the important parts of the anticipated contract or agreement.
New York courts have consistently held that poorly drafted LOIs may be binding even if a party didn't intend that to be the case. It is the intention of the parties as evidenced by the language of the LOI that is dispositive.
Can a Letter of Intent be Broken? Yes, it is possible to break a letter of intent. Violating an agreement could result in civil or criminal charges depending on the wording and nature of the letter itself. If one party does not adhere to the letter's conditions, the other can sue for breach of contract.
A term sheet that sets forth the general intent of the parties to discuss in good faith the terms and conditions of a deal and states that neither party shall be bound until the parties execute a more formal written agreement, does not constitute an enforceable contract.
Not all letters of intent have legal effect, so the parties may not be contractually bound by their terms. The courts have distinguished between letters of intent that create rights and liabilities and those that do not. Some letters of intent are just ?expressions of hope?, which are not binding.
Letters of intent are not legally binding, and don't extend full legal protection to contractual parties. However, if not stated clearly, they can become legally binding, might not always be desirable?especially if the agreement is still pending approval by both parties.
A letter of intent is generally not binding since it's basically a description of the deal process. It is, in effect, an agreement to agree. Thus, either party can cancel the letter at any time.