You can formally state your intention to purchase a commercial property
prior to writing a legal binding contract using a letter of intent
(LOI) or memorandum of understanding. The letter of intent is presented
to a seller in the preliminary stages of a commercial investment project.
The intentions of a buyer or buyers representative, often the managing
partner, are spelled out clearly and simply so the seller knows exactly
how the buyer (or syndication) wants to purchase the property, and
under what terms. Spelling out the terms of a purchase agreement prior
to writing a formal legal purchase agreement allows the seller to
respond prior to presenting the final agreemnt. This will save legal
expenses and helps define a timetable of action for both parties. Once
agreed, you can begin formalizing the due diligence process and expect
to receive documentation from the seller about the property.
When to use a letter of intent
The
LOI is commonly (and should be) used when buying any commercial
property. It is a way for the seller and buyer to begin the formal acquisition
process following verbal communication about the sale of the property.
The seller can feel more comfortable about your intention and ability
to close on the property. The letter of intent is an outline of the
buyers intention to follow through with the purchase subject to the
representation of the facts by the seller as true and correct. The
facts are substantiated during the due diligence
period following a signed letter of intent.
The LOI allows for an
understanding between the buyer and the seller to take place, without
lengthy and costly legal positioning taking place. All facts and
figures about the subject property can be verified so that the buyer
understands exactly what he or she is getting in the property. If the
buyer finds something that he or she can not accept, during the due
diligence process or something not originally expected, he or she can
back out without any recourse or punishment.
If the terms of the
letter of intent are accepted, then the due diligence period will
begin. It will continue until the time agreed upon by both parties
expires, then a binding legal contract is constructed. Terms may change
during this time if certain aspects of a property, previously not
disclosed, are discovered. For example, the property may be in a lot
worse condition than originally thought, causing the buyer to negotiate
a decreased purchase price or the buyer will not want to purchase the
property and will safely option out of the non-binding contract.
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