Pulse - Value Added
FRACTIONAL CRO · MARYLAND-BASED, NATIONWIDE · $0→$200M

Kory White

RevOps & Revenue Leadership

Get a free 30-minute revenue checkup — Kory reviews your pipeline and forecast, then names the 1–2 fixes that move revenue fastest. 25 yrs scaling teams $0→$200M.

Free 30-min revenue checkup →
Hire a Fractional CROHow We Help?LinkedInRésuméCRO Syndicate
← Library
Knowledge Library · pulse-q
13/13 Gate✓ IQ Certified10/10?

What Is a Letter of Intent (LOI) and How Binding Is It?

KnowledgeWhat Is a Letter of Intent (LOI) and How Binding Is It?
📖 2,336 words🗓️ Published Jun 23, 2026

<svg xmlns="https://www.w3.org/2000/svg" viewBox="0 0 1200 340" role="img" aria-label="What Is a Letter of Intent (LOI) and How Binding Is It? — PULSE Buildouts"><rect width="1200" height="340" fill="#EBE9DE"/><rect width="14" height="340" fill="#C0531F"/><text x="58" y="116" font-family="Arial,Helvetica,sans-serif" font-size="32" font-weight="800" letter-spacing="3" fill="#C0531F">PULSE BUILDOUTS · COMMERCIAL REAL ESTATE</text><text x="56" y="198" font-family="Arial,Helvetica,sans-serif" font-size="60" font-weight="800" fill="#2b2b2b">Save money. Don’t get screwed.</text><text x="58" y="258" font-family="Arial,Helvetica,sans-serif" font-size="30" font-weight="600" fill="#6b5b4d">Leases, TI, NNN &amp; buildouts — negotiated in your favor</text><g transform="translate(1010,86)" fill="none" stroke="#C0531F" stroke-width="9" stroke-linejoin="round"><rect x="20" y="40" width="150" height="130"/><line x1="20" y1="40" x2="95" y2="6"/><line x1="170" y1="40" x2="95" y2="6"/><rect x="50" y="80" width="36" height="36"/><rect x="104" y="80" width="36" height="36"/><rect x="74" y="128" width="42" height="42"/></g></svg>

Direct Answer

A Letter of Intent (LOI) is a short document — usually 2 to 6 pages — that spells out the major business terms of a lease deal before lawyers draft the full lease: rent, term, TI allowance, free rent, square footage, use, and key clauses. Critically, an LOI is mostly non-binding on the deal terms but selectively binding on a few specific provisions you must control. The money move: state in plain language that the LOI is "non-binding except for the confidentiality, exclusivity/no-shop, and governing-law provisions" — and make sure the economic terms (rent, TI, free rent) are NOT binding until a full lease is signed.

The danger is the reverse: an LOI drafted by the landlord may try to bind you to economic terms while keeping their delivery and contingency obligations loose. Get it backward and you've locked in a $40/sq ft rent with no protections, or accidentally created a binding contract a court will enforce. Negotiate hard at the LOI stage — it sets the anchor for everything, and you have maximum leverage before you've spent money.

What an LOI Actually Does

The LOI is the deal blueprint. Whatever you win here, the lease almost always honors; whatever you skip here, you fight uphill to add later. Use it to lock the big numbers and flag your must-have clauses:

If a clause matters to you, name it in the LOI. Silence here is how landlords win the lease draft later.

How Binding Is It, Really?

The honest answer: it depends on the words used and how the parties behave — which is exactly why precision matters. Three rules:

  1. Say it's non-binding — explicitly. Include a clear statement: *"This LOI is a non-binding expression of interest and creates no obligation to lease except for the binding provisions identified below. No party is bound unless and until a definitive lease is fully executed."* Without this, courts in some states can find an enforceable agreement from an LOI plus conduct (deposits paid, possession taken, "agreement to agree" treated as a deal).
  2. Make a few provisions binding — on purpose. You usually *want* these to bind: confidentiality, exclusivity / no-shop (landlord can't shop your deal to other tenants for 30–60 days), governing law, and sometimes good-faith negotiation.
  3. Keep the economics non-binding. Rent, TI, term, and contingencies should bind only in the signed lease, so you retain the right to walk if due diligence turns up problems.

The classic trap: an LOI that is silent on bindingness, includes a deposit, and uses committed language ("Tenant shall lease...") can be argued into a binding contract. Avoid ambiguity.

The Binding-vs-Non-Binding Split

Here's the split a tenant-favorable LOI should draw:

Drawing this line protects you both ways: the landlord can't enforce the economics against you, but you *can* enforce the no-shop so they don't auction your deal to a competitor.

Negotiate Hard Here — Leverage Peaks Early

The LOI stage is where you have the most leverage and the least sunk cost. Use it:

A strong tenant-rep broker runs the LOI for free to you (the landlord pays commission) and routinely turns a landlord's one-sided LOI into a tenant-protective one before a single lawyer dollar is spent.

Mistakes That Turn an LOI Into a Trap

Brokers at CBRE, JLL, and Cushman & Wakefield all treat the LOI as the single highest-leverage moment in a lease deal — the place where the economics are won or lost before legal fees ever start.

flowchart TD A[LOI drafted] --> B{Bindingness stated?} B -->|No| C[DANGER - court may enforce as contract] B -->|Yes| D[Non-binding except named provisions] D --> E["Binding: confidentiality + no-shop + governing law"] D --> F["Non-binding: rent, TI, term, contingencies"] E --> G[Sign LOI] F --> G G --> H[Due diligence + lease draft] H --> I{Lease fully executed?} I -->|Yes| J[Economic terms now binding] I -->|No| K[Walk away - refundable deposit returned]
flowchart LR A[LOI terms] --> B["Economic: rent/TI/term/free rent"] A --> C["Procedural: confidentiality/no-shop/law"] B --> D[NON-binding until lease signed] C --> E[BINDING from signature] D --> F[Tenant keeps right to walk] E --> G[Landlord can't shop the deal]

Related on PULSE

Common Pitfalls When Signing an LOI

A Letter of Intent is often treated as a "gentleman’s agreement," but in commercial real estate, that casual approach can cost you. One frequent mistake is signing an LOI that doesn’t explicitly state which clauses are binding and which aren’t. If the document is silent, a court could interpret the entire LOI as a preliminary contract — especially if you’ve started paying rent or taking possession of the space. Another trap: agreeing to a broad "exclusivity" or "no-shop" clause that lasts 60–90 days without a corresponding obligation from the landlord to move the lease forward. During that period, you’re locked out of negotiating with other landlords, while the landlord may stall or shop your terms to other tenants. To protect yourself, keep exclusivity periods to 30–45 days and tie them to specific milestones (e.g., "landlord delivers a draft lease within 14 days"). Also, avoid LOIs that include vague terms like "market standard" or "reasonable" for key provisions — these invite disputes later. A well-crafted LOI should define every material term with numbers or clear benchmarks, leaving no room for interpretation.

How to Use an LOI as a Negotiation Tool

An LOI isn’t just a summary — it’s your first and often most powerful negotiation lever. The LOI stage is where you set the tone and lock in the biggest concessions, because landlords are most eager to get a deal signed before incurring legal fees. Start by asking for more than you expect to get: request a TI allowance 15–20% above market, an extra month of free rent, or a longer term with lower annual escalations. Landlords typically counter, but the final number often lands closer to your ask than their initial offer. Use the LOI to test the landlord’s flexibility on non-economic terms too, like subleasing rights, expansion options, or termination clauses — these are harder to change once the lease is drafted. A smart tactic: include a "good faith deposit" provision in the LOI (typically one month’s rent), refundable if the lease falls through for reasons beyond your control. This signals serious intent and pressures the landlord to move quickly. Remember, once the LOI is signed, your leverage diminishes — so push hard here, not during lease negotiations.

When an LOI Can Become Binding (and How to Avoid It)

While LOIs are generally non-binding, certain actions or wording can inadvertently make them enforceable. If the LOI includes language like "the parties agree to lease the premises on the following terms" without a clear non-binding disclaimer, a court could view it as a binding agreement. Similarly, partial performance — such as moving into the space, paying rent, or starting build-out before a lease is signed — can create a "contract by conduct" in some jurisdictions. To stay safe, include a bolded, standalone clause at the top of the LOI stating: "This Letter of Intent is non-binding and does not create any legal obligation to enter into a lease. Only a fully executed lease agreement will be binding." Also avoid signing any LOI that references "agreed upon" or "final terms" without that disclaimer. If you’re dealing with a landlord who insists on a binding LOI, counter with a "binding LOI" that is actually a short-form lease — but only after your attorney reviews it. In practice, 90% of commercial LOIs remain non-binding, but the 10% that slip through can lock you into unfavorable terms for years.

FAQ

Is an LOI legally binding? Generally, no — the business terms in an LOI are non-binding, but certain clauses like confidentiality, exclusivity, and good faith deposit provisions can be enforceable. Courts typically treat the LOI as a framework for negotiation, not a final contract, unless the document explicitly states otherwise.

What key terms should be in an LOI? Essential terms include rent amount and escalations, lease term length, tenant improvement allowance, free rent period, square footage, permitted use, and any exclusivity or renewal options. Missing or vague terms often lead to disputes later, so clarity upfront saves time and money.

How long does it take to negotiate an LOI? The timeline varies widely, from a few days to several weeks, depending on complexity and the parties’ responsiveness. Simple deals might wrap up in a week, while large or multi-tenant spaces can stretch negotiations to a month or more.

Can I back out after signing an LOI? Yes, typically — because the LOI is non-binding on the main lease terms, either party can walk away without legal penalty, unless a binding clause like a deposit forfeiture or exclusivity period applies. However, backing out may damage trust and waste time and legal fees.

Do I need a lawyer to review an LOI? It’s strongly recommended, though not always required. A lawyer can spot hidden binding language, clarify ambiguous terms, and protect your interests — especially for complex commercial leases. The cost of review is usually small compared to potential disputes.

What happens after the LOI is signed? The LOI serves as a roadmap for the formal lease agreement, which lawyers then draft based on the outlined terms. Both parties negotiate the full lease, often refining details not covered in the LOI, and the deal proceeds to final execution.

Sources

Download:
Was this helpful?