Letters of Intent

  • Letters of Intent

 

Letter of Intent (LOI) Attorney in New Jersey

Drafting Strategic Term Sheets from Lakewood to Atlantic City

The first step in any successful commercial transaction is memorializing the core business terms in a Letter of Intent (LOI) or term sheet. While often considered “preliminary,” an LOI is a high-stakes document. Without precise legal drafting, a supposedly non-binding letter can inadvertently become a legally binding contract, forcing you into a deal you aren’t ready to close.

At Riviere Advocacy Group, we represent buyers and sellers across Ocean and Atlantic Counties, including Lakewood, Toms River, Brick, Egg Harbor Township, Atlantic City, and Galloway. We ensure your LOI provides the necessary framework for a deal without creating unintended legal trapdoors.

Key Provisions We Secure in Your LOI

A well-drafted LOI from an experienced business lawyer does more than just state a price; it sets the stage for the entire due diligence process:

  • Exclusivity & “No-Shop” Clauses: We protect buyers by ensuring the seller removes the target business or property from the market while you invest time and money into due diligence.

  • Confidentiality: Protecting your sensitive financial data and the very fact that a deal is being discussed.

  • Good Faith Negotiations: Establishing a legally binding obligation for both parties to work toward a final Asset Purchase Agreement in good faith.

  • Break-up Fees: Where appropriate, we negotiate protections if one party walks away from the deal without justification.

Sample Commercial Property LOI

In most cases, an LOI will remain non-binding regarding the ultimate sale, while specific sections (like confidentiality and exclusivity) are made binding. Below is a sample framework for a commercial property transaction:

NON-BINDING PROPOSED TERM SHEET FOR

COMMERCIAL OR INDUSTRIAL PROPERTY;

THIS TERM SHEET IS NOT AN OFFER OR A CONTRACT AND IS SOLELY INTENDED TO SET FORTH POSSIBLE TERMS FOR THE PROPOSED TRANSACTION. IT IS NOT BINDING ON EITHER PARTY AND CREATES NO LEGAL RIGHTS, DUTIES OR OBLIGATIONS, EXPRESS OR IMPLIED. NEITHER THE SELLER/LANDLORD NOR ANY OTHER PARTY SHOULD RELY UPON THE INFORMATION CONTAINED IN THIS TERM SHEET.

REAL ESTATE LICENSEES ARE NOT PERMITTED BY LAW TO PREPARE AGREEMENTS FOR THE TYPE OF PROPERTY AS SET FORTH ABOVE, EXCEPT FOR LEASES OF CO-OPS. IF THE PARTIES DESIRE TO HAVE A CONTRACT OF SALE, LEASE OR OTHER LEGALLY BINDING DOCUMENT PREPARED, IT IS RECOMMENDED THAT THEY CONSULT AN ATTORNEY.

The Buyer, _______________________, presents the following offer to purchase the premises known as: _________________________________________________________________, upon the formal execution of a contract of sale by all parties, containing mutually agreeable terms and conditions, including but not limited to the following:

  • Purchase Price: $ _____________________
  • Subject to purchaser obtaining a _______________ loan in the sum of $_________________.00;
  • Subjectto a sixty (60) due diligence period for requisite inspections, applications for financing, among other things.
  • Subject to Seller providing reasonable pertinent information regarding their ownership status, condition of the property, liens, environmental issues, ISRA, survey, and back title information, as well as usual and customary representations.
  • Buyer reserves the right to add __________, LLC as additional Buyers at any time prior to closing of title.

AGREED AND ACCEPTED

SELLERS                                                                                                                                                                                       Date

BUYERS                                                                                                                                                                                       Date