[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-277369-105":53,"doc-detail-277369-en":126},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":119,"head_meta":121,"extra_data":123,"updated_unix":125},105,"en","core-concepts-2-letters-of-intent-and-basic-real-estate-terminology-loi","Core Concepts 2 - Letters of Intent and Basic Real Estate Terminology (LOI)","","A training session explains why a Letter of Intent (LOI) is used before drafting a lease or purchase agreement, focusing on how LOIs organize the key business and legal terms and support early issue-spotting. It addresses practical transaction scenarios, negotiation leverage, and common pitfalls. The session also compares binding versus non-binding LOI structures, emphasizing clear disclaimers and labeling, plus outlines example language for non-binding understandings and potential limited binding provisions.",{"@graph":63,"@context":118},[64,80,101],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/core-concepts-2-letters-of-intent-and-basic-real-estate-terminology-loi/277369/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/core-concepts-2-letters-of-intent-and-basic-real-estate-terminology-loi/277369.png","ImageObject",442,249,{"name":88,"@type":89},"Alex Sinclair","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-29","2026-09-15",true,{"@type":98,"interactionType":99,"userInteractionCount":15},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104,110,114],{"name":105,"@type":106,"acceptedAnswer":107},"Why do parties use a Letter of Intent (LOI) in real estate transactions?","Question",{"text":108,"@type":109},"An LOI sets forth material terms and conditions to be incorporated into a final lease or purchase agreement and helps align the parties early. It can save time and money by identifying major issues and avoiding negotiation deadlocks.","Answer",{"name":111,"@type":106,"acceptedAnswer":112},"What is the main risk if an LOI is ambiguous about whether it is binding?",{"text":113,"@type":109},"Ambiguity can lead one party to argue the LOI is a binding contract while the other treats it as non-binding or an agreement to negotiate. This becomes especially damaging if the deal later falls apart.",{"name":115,"@type":106,"acceptedAnswer":116},"How should parties clearly communicate that an LOI is non-binding?",{"text":117,"@type":109},"Parties should include clear, conspicuous language expressing the intended non-binding effect, and label provisions as “Non-Binding Understandings” and “Binding Understandings.” The session provides example disclaimer wording indicating no legal obligation until execution of the final agreement.","https://schema.org",{"og:url":78,"og:type":120,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":122,"canonical":78},"index,follow",{"doc_id":124,"site_id":56},277369,1789971603,{"code":4,"msg":5,"data":127},{"doc_id":124,"user_id":128,"nickname":88,"user_avatar":129,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":15,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":135,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":73},1099523882182,"https://ap-avatar.wpscdn.com/davatar_6f874abed73319feea01a86fa6f0fab8","Wednesday, October 8, 2025  \n3:30 PM – 4:30 PM  \nCore Concepts 2  \nLetters of Intent and Basic Real Estate Terminology: LOI Stands for \"Leave Out/Include\"  \nPresented to  \n2025 ICSC+U.S. LAW  \nMarriott Marquis San Diego Marina, San Diego, CA  \nOctober 8-10, 2025  \nby:  \nC Gregg Ankenman  \nDirector Fennemore LLP  \n1111 Broadway 24th Floor  \nOakland, CA 94607 [gankenman@fennemorelaw.com](gankenman@fennemorelaw.com)  \nEmily Ayers  \nPartner and Co-Founder Jae Law Group, PLLC 1717 West 6th Street, Suite 262 Austin, TX 78703 [emily.ayers@jaelawgroup.com](emily.ayers@jaelawgroup.com)  \nWhy a Letter of Intent?  \nBefore drafting a lease or a purchase agreement, the parties may choose to start with a letter of intent or “LOI”. A letter of intent sets forth the material terms and conditions to be incorporated into the final agreement and can bean important first step in the parties’ negotiation. This article and session will cover the concepts and terms, both business and legal, typically contained in a LOI, noting certain practice considerations to keep in mind and pitfalls to avoid.  \nA letter of intent focuses the parties – either landlord and tenant, or purchaser and seller – on a meeting of the minds for the most significant business, and sometimes legal, terms of a transaction. Agreeing on a letter of intent at the initial stages of a transaction can save time and money by helping identify major issues early on, which in turn helps avoid stalemates or “deal breakers” during the negotiation of the ultimate purchase agreement or lease. A LOI can be valuable if there are critical deadlines in a transaction, such as a tenant who needs to obtain new space based on upcoming expiration of an existing lease, or a seller who needs to dispose of property in order to pay off existing financing or take advantage of a 1031 exchange deadline. A letter of intent can also be an important tool for sellers or landlords to evaluate whom they wish to sell or lease a property to; for example, sellers may use a bid process to compare multiple letters of intent from potential purchasers to decide who will win the deal.  \nBinding vs. Non-Binding  \nHowever, letters of intent can also present issues because, based on how they are drafted, they can be construed to be binding agreements. Generally, it is intended that letters of intent be non-binding, with the possible exception of certain binding provisions as discussed below.  \nObviously, any ambiguity about whether the deal terms in a letter of intent are binding presents a significant problem if the deal dies – one party may try to rely on the letter of intent as a binding contract to consummate the transaction, while the other party may argue that the LOI was “only” an expression of terms that might be acceptable or at most an agreement to negotiate, not an agreement to consummate the transaction, or even an agreement to agree. Letters of intent can also create problems in a changing market. For example, in a retail market with strong demand and limited supply, it could be detrimental for a landlord to commit itself to a certain rental price in a LOI that is below-market once the lease is executed. Since it is common business practice to draft letters of intent, and often without getting legal counsel involved, it is important to be cautious regarding what can or should be considered binding.  \nIt is highly recommended that the parties include clear and conspicuous language in the letter of intent expressing their intent that, and to what extent, the LOI is non-binding. Further, as contemplated in the following example and discussed below, it is helpful to label the terms and provisions included in the LOI as “Non-Binding Understandings”and “Binding Understandings”. An example of a non-binding disclaimer provision for an LOI that could be used or modified for a lease or purchase agreement is as follows:  \nExcept for the agreements contained in the paragraph entitled “Binding Agreements” immediately prece","cbCaihRNPwPfgiRk","https://ap.wps.com/l/cbCaihRNPwPfgiRk","pdf",199741,6,"English","# Why a Letter of Intent?\n## Binding vs. Non-Binding\n## Non-binding disclaimer language\n## Potential binding provisions in an LOI","[{\"question\":\"Why do parties use a Letter of Intent (LOI) in real estate transactions?\",\"answer\":\"An LOI sets forth material terms and conditions to be incorporated into a final lease or purchase agreement and helps align the parties early. It can save time and money by identifying major issues and avoiding negotiation deadlocks.\"},{\"question\":\"What is the main risk if an LOI is ambiguous about whether it is binding?\",\"answer\":\"Ambiguity can lead one party to argue the LOI is a binding contract while the other treats it as non-binding or an agreement to negotiate. This becomes especially damaging if the deal later falls apart.\"},{\"question\":\"How should parties clearly communicate that an LOI is non-binding?\",\"answer\":\"Parties should include clear, conspicuous language expressing the intended non-binding effect, and label provisions as “Non-Binding Understandings” and “Binding Understandings.” The session provides example disclaimer wording indicating no legal obligation until execution of the final agreement.\"}]","Core Concepts 2 - Letters of Intent and Basic Real Estate Terminology (LOI) | PDF",1789500054]