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If I agree by email to sign letter of intent as a seller of business, but have not signed and want to sell to someone else.

Clearwater, FL |

Does the 1st potental buyer have recourse. No escrow or deposit has been made.

The 1st interested buyer was way below my asking price but new buyer is willing to pay full asking price.

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Attorney answers 5



Your question, I think, worded more simply is really "is there a contract here?"

I do not know for certain without exploring all the facts and any writings in more detail, but I may be able to offer some insights.

In order for a contract to be binding it requires: 1) Offer 2) Acceptance and 3) Consideration (many times we have a promise for a promise so-to-speak and a reliance on that promise).

In the vast majority of examples, a letter of intent (LOI) is non-binding. It is also referred to as a memo of understanding. But this does NOT mean that it cannot be binding and an email can certainly be construed as a contract as well; so further analysis would be required.

Lastly, we have the issue of damages. That is, let us assume here for a moment that this was a binding contract and you breached. Well, how did your breach injure the Plaintiff (P) and what would make the P whole? So even if they have a claim, doing anything about it may not be worth their time and expense. I will caution, of course, that some people sue on prinicple so one can never know what to expect. This is not common of course but assessing damages can be complicated in some cases.

If you are concerned, I suggest you have a lawyer conduct a case/matter analysis which should not be very expensive to ensure you do not have any exposure or to arrive at a best course of action.

You are welcome to contact me to discuss further of course.

Best regards,
Natoli-Lapin, LLC
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Based on these very sketchy details, I'd say no because you discussed a Letter of Intent which was never produced and never signed. Therefore all that could have occurred is what is termed an agreement to enter into negotiations. Of course that does not mean the disappointed buyer won't come after you but I think you can change your mind before agreeing to a deal.

This is not legal advice but a general comment on society based on a limited set of hypothetical circumstances. No one should act or refrain from acting based on these comments without seeking appropriately licensed legal or professional advice. The author disclaims all liability in respect to actions taken or not taken based on his comments.


Typically, letters of intent are non-binding and are merely an expression of the terms of the deal negotiated by the business people. Usually this helps the attorneys afterwards draft the required documents to reflect the deal agreed to. Sometimes, the parties agree to make an LOI binding or make portions of the LOI binding and others non-binding. In my experience, binding letters of intent are rare because they end up being heavily negotiated and turn into full fledged purchase agreements. More commonly, the confidentiality provisions of the LOI are usually binding and the other provisions are non-binding.

Based on your question, it sounds like you agreed to execute an LOI in connection with a potential sale of your business. This may be different than than agreeing to actually sell your business. We'd have to see the substance of the email to really make an assessment as to what you actually agreed to and what recourse, if any, the counterparty may have.


I agree with Mr. Schmidt. In order for anyone to be able to give you a completely accurate answer, the e-mail expressing the terms of the letter of intent will have to be reviewed.


I agree with the previous answers. Get a local lawyer to review what you have done before you expose yourself to litigation. Mr. Haas is well qualified to help you, I suggest you contact him. Good luck.

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