The general principle is that the expectations or intent of the parties determines whether a letter of intent constitutes a binding contract.
In other cases, courts have looked to contemporaneous oral statements by the parties (such as "we finally have a contract") or the fact that the informal agreement contained all of the essential terms of the transaction to find a letter of intent binding notwithstanding express disclaimers or requirements for a more comprehensive, formal written agreement.
A nonbinding letter of intent will typically include a simple disclaimer such as this: "This letter of intent shall not be binding upon the parties.
Although The Mills believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, The Mills can give no assurance that its expectations will be attained and it is possible that our actual circumstances and results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties, including The Mills' ability to obtain the necessary consents from The Mills' lenders and The Mills' and the other parties' ability to satisfy the other conditions to closing the transaction subject to the letter of intent
Among other conditions to closing or simultaneous with or subsequent to closing of the Reorganization Transaction, as provided in the Letter of Intent, the following conditions will apply:
The Letter of Intent provides that, at the time of closing of the Reorganization Transaction, G/O and SH Celera shall enter into a Facilities Administration and Operating Services Agreement (the "FA&OS Agreement"), in form and substance mutually agreed upon by them, pursuant to which SH Celera will provide all facilities, administration and operating services necessary for G/O to conduct a fee based business consulting practice under the trade name of "G/O Business Solutions, Inc.
The Letter of Intent is non-binding and there are no assurances that a closing of the Reorganization Transaction will occur.
The Letter of Intent
holds no binding obligations to either party unless or until the parties reach a final agreement on all terms and conditions and execute a formal written contract.
Under the terms of the Letter of Intent
LDS will become a wholly owned subsidiary of TraceGuard.
There can be no assurances that the proposed transactions will be consummated, either on the terms set forth in the letter of intent
or at all.
Over the term of the Letter of Intent
Sona loaned Idea One a total of $550,000 through a series of convertible promissory notes.