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 Kansas, as in other states, a Letter of Intent (LOI) is a preliminary document that outlines the basic terms and understanding between parties who are considering entering into a formal agreement, such as a merger, acquisition, joint venture, or real estate transaction. The LOI typically includes the structure of the proposed deal, the purchase price, and other important terms. It serves as a foundation for negotiations and due diligence before the parties enter into a binding contract. While an LOI generally indicates a serious intent to move forward with a transaction, it is not usually legally binding in terms of compelling the transaction to occur. However, certain provisions within the LOI, such as confidentiality and exclusivity clauses, may be enforceable. Parties should be clear about which parts, if any, are intended to be binding. 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.