Letters of Intent (LOI)

Letter's of Intent (an LOI) are used when a Buyer and Seller want to put their tentative agreement and terms into writing in, typically, a non-binding way as the move forward toward preparing more thorough definitive purchase and sale agreements. Most commonly an LOI is prepared between the parties and that signed LOI becomes the framework for their attorney to draft the full Asset Purchase Agreement.

An LOI can be binding or non-binding. A binding LOI has the full force and effect of a contract. If a definitive agreement is not drafted and executed to replace the LOI, the LOI -- is -- your purchase agreement. However, an LOI is not intended to be a final complete agreement, it is merely a draft of the key points. For this reason LOI's are normally mostly non-binding. That said, they may have some binding provisions such as confidentiality and exclusive dealing agreements. 

Dr. Steinberg has prepared a model Letter of Intent which buyers and/or sellers may download and use to make offers to the other party for the purchase or sale of a practice. Just check the appropriate boxes, fill in the spaces, and have both sides sign the LOI. Then provide this LOI to the attorney(s) preparing the definitive agreements.

Download the Letter of Intent form.