Re: Signed "Letter of Intent"...The job is a nightmare!:-0

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I found this at www.ivanhoffman.com. Looks like the letter of
intent is not a binding contract maybe.

In order to be a valid and enforceable agreement, a document
must contain certain essential legal provisions and must not
leave either undecided or to be determined at some time in the
future any aspect of such essential legal provisions. If these
essential elements are not present, then the document is not a
binding one and is often referred to by courts as an “agreement
to agree” or a letter of intent, both of which are not
enforceable as contracts.

Parties to a transaction sometimes intentionally create
a letter of intent as an expression of what they intend to
agree upon should certain circumstances arise. The document
may even be made expressly non-binding until such other
circumstances do in fact arise but even if there is no express
statement to that non-binding effect, the document will not be
binding and thus not enforceable until those circumstances
arise. Thus, the letter of intent is essentially a legally
worthless document. It is not clear to me the reason any party
would ever bother to create such a document and yet I have seen
it used on many occasions. If parties to a transaction intend
to bind each other, then they should create a binding contract,
not a letter of intent. If the parties to a transaction do not
intend to bind each other, then why bother creating a document
that is not binding?

However, sometimes one of the parties prepares a
document believing it to be a valid and enforceable agreement
only to find, after expensive litigation, that it was not a
binding agreement at all but merely a non-binding, non-
enforceable agreement to agree, letter of intent.

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