(A Letter of Intent for the purchase of real property outlines the terms of the prospective

sale before committing to the purchase.)

Comment [1]: This form is intended to
represent the Buyer’s perspective in a
LETTER OF INTENT FOR PURCHASE OF REAL PROPERTY commercial real estate transaction. It is
rarely used in a residential transaction, but
you should seek an attorney’s help if you
have related questions.
[Date] Comment [2]: A Letter of Intent serves as an
initial outline for the contemplated real estate
purchase. Accordingly, the Letter of Intent
[Name of Addressee] should be closely tailored to your specific
situation and proposed transaction. A lawyer
[Address] can help you determine what terms should be
summarized in the Letter of Intent and what
[Address] audiences (e.g., Seller, potential lenders)
[Address] should be considered in drafting the document.
Comment [3]: The ability to assign can be
tailored to the needs of both the buyer and
seller. Buyers may want the flexibility to assign
to an affiliate to make the ultimate purchase.
Sellers, on the other hand, may want to restrict
Subject: Letter of Intent Regarding [Insert Description of Property] assignability—in some cases to assure the
creditworthiness of the ultimate purchasing
entity.
Dear [Name of Seller or Seller Responsible Party], Comment [4]: Identifying information could
include parcel number and any other
identification code associated with the property.
[Name of Buyer] (“Buyer”) offers to purchase the Property (as hereinafter defined) in Exhibit A would be the metes and bounds
accordance with the following terms and conditions, subject to the execution of a definitive and (“legal description”) of the real estate.

mutually acceptable purchase and sale agreement ("Purchase Agreement") within [time period] Comment [5]: For example, if the purchase
includes a built-out office space and the buyer
after the date this letter (“Letter of Intent”) is executed (such interim period, the "Negotiation wants to acquire the existing fixtures installed in
Period"): the space, such fixtures can be specified here.
If Buyer also wants to acquire any geographical
maps of the property, building plans, or similar
materials, those items can be specified here.
1. Seller. [Insert name and address of Seller]. Finally, if there are any existing leases on the
property, the acquisition of those existing
interests can be clarified here.
2. Buyer. [Insert name and address of Buyer]. [Buyer may assign this Letter of Intent in
Comment [6]: Some permits and approvals
Buyer’s sole discretion.] are not transferrable in the purchase and sale
context. A lawyer can help determine which of
the existing permits and approvals are
3. Property. The property ("Property") is located at [Insert address and any other transferrable and can help troubleshoot the
transfer of any permits and approvals that are
identifying information] and more particularly described in Exhibit A, attached hereto and important to the rationale for the purchase.
made a part hereof. Together with the Property, Buyer would also purchase all of Comment [7]: A lawyer can help you think
Seller’s right, title, and interest in and to [insert additional components of purchase], through what, if any, items should be specified
here, including personal property
[including, to the extent transferable, any land use entitlements, government permits and andcattachments to realty.
allocations, and other such government and agency approvals as may exist concerning Comment [8]: A lawyer can provide valuable
the property]. Additionally, this offer includes the following specific items regarding the counsel with respect to possible financing
scenarios, and their terms, conditions, and
Property: [List any additional items included in the purchase.] provisions.
Comment [9]: Not all terms need to be
included in the Letter of Intent (“LOI”). Typically,
4. Purchase Price. [Dollar amount written as text (Dollar amount as numerals)]. [Add the LOI will contain the business bullet points of
any additional terms relating to the purchase price if a portion is to be financed.] the deal. The essence of the transaction and
the detailed terms, conditions, and provisions of
it will be set forth in the Purchase Agreement—
5. Additional Terms of Purchase. [Insert any additional summary terms.] but a real estate lawyer can help you decide
whether some additional terms are sufficiently
important that they should be summarized in the
Letter of Intent.
6. Escrow. The escrow agent (“Escrow Agent”) shall be [name of title company]. The
Purchase Agreement shall be mutually prepared and executed by Buyer and Seller no
later than [number of days] business days following the execution of this Letter of Intent.

7. Initial Deposit. Upon full execution of the Purchase Agreement, Buyer shall deposit Comment [10]: A real estate attorney can
assist the client, whether Buyer or Seller, in
into the Escrow with the Title Company an amount equal to [Dollar amount written as determining an appropriate amount.
text (Dollar amount as numerals)] as a [non]refundable deposit toward and applicable to
the Purchase Price ("the Initial Deposit").

8. Investigation Period. Buyer shall have until [number of days, which will be set forth
in the Purchase Agreement] to perform all feasibility and due diligence investigations
regarding the Property. Seller shall reasonably cooperate with Buyer’s due diligence and
feasibility investigations.

9. Conditions Precedent to Closing. Among other conditions to be specified in the

Purchase Agreement, Buyer’s obligation to close the transaction shall be subject to the
satisfaction of the following conditions: (A) Buyer’s receipt of a title insurance policy in
the full amount of the Purchase Price showing good and marketable title vested in
Buyer, solely subject to such exceptions as Buyer approves, and (B) Buyer’s receipt of
title to the Property free and clear of liens. Comment [11]: A real estate lawyer can help
you decide the additional required conditions,
which should be specified in the Letter of Intent,
10. Other Provisions. The Purchase Agreement will contain other terms, provisions, if any.

and conditions.

11. Non-Solicitation. During the Contract Negotiation Period (i.e., that period of time
between the execution of this Letter of Intent and the Purchase Agreement), Seller shall
not solicit other offers. If Seller receives a competing offer during the Contract
Negotiation Period, Seller shall promptly, and in any case within [NUMBER] business
days, notify Buyer of all material terms of such offer. Comment [12]: A lawyer can help discuss the
extent of the non-solicitation to be included in
the Letter of Intent. There are a wide range of
12. Closing Date. The closing date shall be on or before [enter date], or such date as options—everything from a simple requirement
to notify of competing offers to more stringent
the Buyer and Seller mutually agree to. prohibitions on entering into alternative
negotiations. Additionally, a lawyer can help you
13. Formal Purchase Agreement. Upon acceptance by the Seller of the Letter of Intent, decide if you should include a right to match any
offer that comes in during the negotiation
the Buyer will prepare a Purchase Agreement incorporating the terms and conditions of period.
this Letter of Intent, and containing the usual agreements, representations, warranties,
indemnifications, and other provisions commonly found in such agreements, which will
be presented to the Seller for review. The Seller and Buyer shall act in good faith and
use their best efforts to negotiate and enter into the Purchase Agreement based upon
this Letter of Intent.

14. Effect of the Letter of Intent. Notwithstanding that this Letter of Intent contains
many of the essential points regarding the transactions described herein, this is not
intended to be a legally enforceable agreement and no cause of action shall arise in
respect of the signing hereof.
 15. Offer Expiration. If not executed by Seller, this Letter of Intent shall be automatically
terminated as of [Date].

Each of Buyer and Seller acknowledge and agree that this Letter of Intent shall be superseded
by the Purchase Agreement. Until such time as the Purchase Agreement is executed, each of
Buyer and Seller agree to proceed in accordance with the terms, conditions, and provisions
outlined in this Letter of Intent. If the Purchase Agreement is not fully executed within the
Contract Negotiation Period, this Letter of Intent shall expire, be of no further force and effect,
and neither Buyer nor Seller shall have any further rights or duties hereunder. In the event this
Letter of Intent is terminated and the Purchase Agreement is not executed, each of Buyer and
Seller agree to return promptly to the applicable party all documentation provided pursuant to
this Letter of Intent.

Please sign the enclosed copy of this Letter of Intent and return it to us on or before [enter date],
as confirmation of the status of our negotiations. We will then begin drafting the Purchase
Agreement.

BUYER:
[Name]

Name: _________________
Date: _________________
Contact Information: _________________
_____________________

Acknowledged and Agreed:

SELLER:
[Name]

Name: _________________
Date: _________________

Contact Information _______

_______________________