Letter of Intent Breach? Get Clear Answers Before Your Deal Falls Apart

If the other side walked away after you signed a letter of intent, the first question is which parts of that letter still bind them. Most letters of intent (LOIs) mix non-binding deal terms with a few promises that carry legal force, such as exclusivity or confidentiality. A letter of intent breach attorney starts by separating the two. This page explains how to tell them apart, what a breach can support, and how these disputes usually move. KEW Legal is a Florida business law firm based in Coral Gables and Sunny Isles Beach. It serves business owners and investors across Miami-Dade, Broward County, and South Florida.

What a Letter of Intent Is and Who It Is For

A letter of intent is a preliminary document that records the main terms of a deal before a final contract is signed. Buyers and sellers use them in business acquisitions. Co-investors, joint venture partners, and vendors use them too. The letter usually covers price, deal structure, timing, and key conditions. It works as a roadmap, not the final deal.

This page is for business owners, buyers, sellers, co-investors, and partners whose deal went quiet after an LOI was signed. It also fits readers who think a counterparty is ignoring terms it agreed to. Most of these readers ask the same question: can the other side simply walk away?

The LOI is only one document. The definitive agreement is usually the contract that governs the final deal. If no definitive agreement was ever signed, the LOI, drafts, and related emails often become the main evidence. Knowing which terms bind you early helps you choose a next move while the paper trail is still fresh.

Is the Other Side Bound? Reading the Binding Terms

Whether the other side is bound turns on the wording, read term by term. Phrases such as “non-binding,” “subject to a definitive agreement,” or “this letter is not an offer” carry real weight.

Terms often drafted as binding include:

• Exclusivity or no-shop clauses, which bar a seller from talking to other buyers for a set period.
• Confidentiality, which limits how deal information is shared.
• Expense allocation, which says who pays due-diligence and transaction costs.
• Governing law and dispute resolution, which name the state’s law and the forum.

Terms often left non-binding include price, closing conditions, financing, and the duty to sign a final agreement. Some letters also mention good-faith negotiation. Whether that wording binds anyone turns on its exact language.

Two defenses come up often. First, a party may say the letter was signed by mistake. Under the Waterside at Boynton ruling, rescission for mutual mistake requires a mutual mistake about a fact that goes to the essence of the contract. The term ‘mutual mistake of fact’ is one of law, and the equitable remedy of rescission is available only if the mistake is mutual and the fact is of the essence of the contract. Keep the signed copy, every draft, and the emails that show how each side read the deal.

What Counts as a Breach of an LOI

Whether the failure is serious enough to matter depends on the facts.

Common scenarios include:

• A seller talks to other buyers during an exclusivity period.
• A party shares confidential financial figures with outsiders.
• A party refuses to pay costs the letter says it will cover.
• A party quits performing a binding term without a valid reason.

Check whether the letter requires written notice before a claim. Check whether it gives a cure period, which is time to fix the problem. Missing that step can change what happens next.

The other side may argue the term never bound it. Then the outcome turns on the document’s language and on how both sides acted after signing. Write down the dates, the clause involved, and each message that discusses the problem. Those records shape every later step.

What Can Be Recovered After an LOI Breach

The remedy turns on what was breached and what you can prove. Possible remedies include money damages for losses the breach caused, reimbursement of costs the letter made recoverable, and, in some cases, a court order requiring a party to follow a binding term.

Proof is the core of any money claim. Invoices, receipts, and timelines tied to the breach carry the most weight. A cost the letter never assigned to the other side is harder to recover.

Attorney’s fees are a separate question. If a contract lets one party recover fees for enforcing it, a court may also allow reasonable fees to the other side when that side prevails, but only for contracts entered into on or after October 1, 1988. Under Fla. Stat. § 57.105, a court shall award a reasonable attorney’s fee when it finds that the losing party or its attorney knew or should have known that a claim or defense was not supported by the material facts necessary to establish it or would not be supported by the application of then-existing law to those material facts, subject to the exceptions set out in § 57.105(3).

Pick the remedy early. A demand that asks for the wrong result can lock in a position you would rather not hold. No result can be promised in advance. What you can recover rises or falls with the proof.

How a Letter of Intent Dispute Usually Moves

Most LOI disputes follow a set path, and many settle before a lawsuit is filed. The usual steps are:

1. Document review. Gather the signed LOI, drafts, emails, term sheets, and a timeline of what each side did.
2. Binding-term analysis. Identify which terms bind, whether a breach occurred, and what the records show.
3. Demand letter. Cite the clause, describe the breach, follow any notice or cure period, and ask for performance or payment.
4. Negotiation. The parties may settle or restructure the deal.
5. Filing, if needed. Under Fla. Stat. § 47.011, suit must be brought only in the county where the defendant resides, where the claim arose, or where the disputed property is located. This rule does not apply to actions against nonresidents.

Timing matters. Florida’s limit for written contracts is five years, and four years for oral contracts. Under Fla. Stat. § 95.03, a contract clause cannot shorten that period.

Some LOIs send disputes to arbitration. Under Fla. Stat. § 682.03, a court may not refuse to order arbitration because the claim lacks merit. Settlement offers also have rules. Under Fla. Stat. § 45.061, which does not apply to causes of action that accrue after the effective date of the act, any party may serve a written offer on an adverse party at any time more than 60 days after the service of a summons and complaint on a party but not less than 60 days (or 45 days if it is a counteroffer) before trial, and the offer remains open for 45 days unless withdrawn sooner by a writing served on the offeree prior to acceptance.

Why Work With KEW Legal on an LOI Dispute

KEW Legal is a Florida business law firm based in Coral Gables and Sunny Isles Beach. The firm focuses on business contracts and vendor disputes, partnership disputes, business acquisitions and sales, and commercial leases. It also acts as outside general counsel for business owners and investors.

Kristina E. Wilson is the responsible lawyer for this page. Our lawyers include Kristina E. Wilson and Natalie Martinez. The firm also has assistants and office staff to keep files organized.

Our approach starts with the document. We separate binding from non-binding terms using the letter’s own wording. We also check the counterparty’s entity records with the Florida Division of Corporations.

The first consultation is free, confidential, and carries no obligation to continue. In that meeting, our team reviews the LOI and correspondence, identifies the binding terms, and talks through your options. No outcome is promised, and you decide what to do next.

Questions Buyers and Business Owners Ask Before Reaching Out

Most LOI questions come down to which terms bind and how much time you have. Short answers follow.

If your signed LOI sits next to a deal that has gone quiet, or the other side is ignoring an exclusivity period, you may have a claim worth reviewing. Call 305-990-2300 or use our contact page to have the letter and timeline reviewed.