Basic Elements of Letters of Intent - Key Terms and Drafting Points

Sep 15, 2026

Letters of intent (LOIs) summarize the material terms of proposed real estate leasing or sale transactions, often prepared by a party or an agent. The LOI matters because its terms typically carry into a later formal lease or sales contract, making attorney review and careful drafting essential. Once signed, LOIs generally should not be renegotiated except for compelling reasons. LOIs may be non-binding overall, but confidentiality and other binding clauses require clarity on scope, remedies, and included parties’ details, brokerage, inspection periods, defaults, and remedies.

LanguageEnglish

CategoryLetters

FormatPDF

Pages3

Reading Time1 min

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Basic Elements of Letters of Intent

Purpose and Importance

Binding vs Non-Binding Terms

Party Details and Clauses

Core Terms for Leases

Core Terms for Property Sales

Drafting Approach and Legal Review

Insights Basic Elements of Letters of Intent Lowndes Leasing Lawyers Blog Lowndes 08.11.2022 Letters of intent (LOIs) are used to summarize the material terms of a proposed transaction, typically involving the leasing or sale of real property. Sometimes called term sheets, letters of interest or deal sheets, LOIs are usually prepared by one of the parties to the transaction, or by a leasing agent or broker for one of the parties. LOIs are important because they include terms that will be incorporated into a formal and binding lease or sales contract with more detail about the proposed transaction. An attorney is likely be involved in preparing or negotiating the lease or sales contract, so each party should have an attorney review and comment on the proposed LOI before it is signed. Once signed, LOIs are not supposed to be subject to change absent some compelling reason, such as the occurrence of a significant new circumstance or the discovery of new information. Attempting to otherwise renegotiate the deal after an LOI has been signed can adversely affect a party’s credibility, can strain relations between the parties, and will likely be met with significant resistance. That is why it is important to get the LOI right from the start. Although typically non-binding in most respects, sometimes LOIs contain confidentiality or other clauses that the parties want to be binding. This is fine provided the LOI is clear as to what is binding and what is not, as well as what the remedy is for the breach of a binding clause. In addition to confidentiality clauses, all LOIs should contain the proper names, states of formation and addresses of the parties, along with a description of the affected premises or property. If brokers were involved, the LOI should identify them, what their commissions are and when they are payable. For a lease, it is possible that brokerage commissions may be payable if the tenant exercises a renewal option in the lease, so that should be addressed if applicable. If the tenant or buyer has an inspection or permitting period, that should be mentioned. It is also customary for a tenant or buyer to have a review period for title and survey matters, and sometimes the LOI will describe the process by which title objections are raised and addressed. Events of default and remedies should be included. Related Attorneys Gary M. Kaleita Related Expertise Real Estate [www. lowndes-law.com](www. lowndes-law.com) Basic Elements of Letters of Intent Some of the other basic elements of an LOI for a lease are as follows: • Amount of security deposit; • Rent amounts (including adjustments, concessions and pass-through expenses); • Rent commencement date; • Guarantor (if any) of tenant’s obligations; • Landlord’s and tenant’s work, including any tenant improvement allowances; • Delivery date for premises, including condition of premises upon delivery; • Other conditions to tenant’s occupancy; • Permitted uses and tenant’s use restrictions; • Exclusive uses granted to tenant; • Tenant’s operating covenants; • Assignment and subletting; • Renewal or extension options; • Tenant’s right of first refusal or option to purchase, if any; • Maintenance, repair and replacement obligations; • Alterations; • Tenant’s signage rights; • Subordination, non-disturbance and attornment; • Allocation of costs. An LOI for the sale of property will address similar types of concerns tailored for that type of transaction, and can include the following: • Purchase price; • Earnest money deposit, including identity of escrow agent and timing for furnishing same if being lodged in installments; • Due diligence documents to be delivered by seller to buyer; • Closing date; [www. lowndes-law.com](www. lowndes-law.com) Basic Elements of Letters of Intent • Condition of property; • Conditions to closing; • Allocation of closing costs, prorations and adjustments; • Form o

FAQs

What is the main purpose of a letter of intent (LOI) in a real estate transaction?

An LOI summarizes the material terms of a proposed leasing or sale of real property, guiding the later formal lease or sales contract.

Can an LOI include clauses that are binding?

Yes. While LOIs are usually non-binding, they can include confidentiality or other clauses, but the document must clearly state what is binding and the remedy for breach.

What key material terms should an LOI cover for a lease?

Common elements include security deposit and rent terms, rent commencement date, guarantor, landlord and tenant work and allowances, delivery and occupancy conditions, permitted uses, default/remedies concepts, and related costs and options such as renewals and rights of first refusal.

Sep 15, 2026

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