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 Wyoming, 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 serves to express the parties' intention to negotiate in good faith and often includes provisions that the agreement is subject to further negotiation and due diligence, and that there is no binding obligation to complete the transaction unless a formal contract is signed. It is important to include confidentiality and nondisclosure terms within the LOI to protect any sensitive information exchanged during negotiations. While LOIs are not generally considered legally binding in terms of the transaction itself, certain clauses, such as confidentiality, exclusivity, and governing law, can be enforceable. Parties should be aware that if the LOI is too detailed or includes language that suggests a binding commitment, courts may interpret it as a contract, which underscores the importance of careful drafting. Wyoming state law would govern the interpretation and enforceability of an LOI unless the document specifies otherwise.