A letter of intent (LOI) is a document that summarizes the understanding between two or more parties regarding a potential transaction. LOIs are commonly used when the parties are contemplating a merger-acquisition, joint venture, real estate purchase or lease, or other significant transaction. An LOI outlines the general terms of the deal, often with the stated understandings that the specific terms of any deal are subject to further negotiation, and that the parties are not obligated to complete a transaction. Because the parties will likely be disclosing confidential information—including the fact that they are having such discussions—the LOI should usually include confidentiality and nondisclosure terms.

In Florida, a Letter of Intent (LOI) is typically a non-binding document that outlines the preliminary understanding between parties who are considering entering into a formal agreement, such as a merger, acquisition, joint venture, or real estate transaction. The LOI serves to identify the basic terms and conditions of the proposed deal, facilitating further negotiations. It is important to note that while the LOI generally indicates an intention to negotiate in good faith, it does not usually create a legal obligation to finalize the transaction. However, certain provisions within the LOI, such as confidentiality and nondisclosure clauses, can be binding if explicitly stated. Parties should be cautious in drafting these terms to ensure that their interests are protected during negotiations. In Florida, as in other jurisdictions, the enforceability of an LOI depends on the language used and the intent of the parties. It is advisable for parties to consult with an attorney to ensure that the LOI accurately reflects their intentions and to understand the legal implications of the document.