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 Mississippi, a Letter of Intent (LOI) is generally considered 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 typically includes the basic terms and conditions of the proposed deal, and it serves as a foundation for further negotiations. It is important to note that while the LOI itself is not usually legally binding in terms of the obligation to complete the transaction, certain clauses within it, such as confidentiality and nondisclosure terms, can be enforceable. Parties should be clear about which parts of the LOI are intended to be binding. If the parties wish to make the terms of the LOI enforceable, they must express this intention clearly within the document. Mississippi law will honor the intentions of the parties as expressed in the LOI, provided that the document adheres to the principles of contract law, including offer, acceptance, consideration, and the intention to create a legal relationship.