"Letters of intent are often touted as a 'non_legally binding' way to get the parties to set forth in writing what the undertaking is among them relative to a transaction. Too often, parties will sign such a document, feeling that they have little or nothing to lose by doing so... [True, that's] one of the attractive elements of the letter of intent [its purported non_binding nature]. However, courts have found letters of intent to create binding obligations, even if the letter itself does not explicitly state that it is binding... certain provisions within the document may indeed [still] have legal effect."
"My advice [to parties contemplating having an LOI] is to proceed with caution before signing any such document. As a general rule (and there are exceptions), I urge the parties to go right to the final documents and "dot all of the I's and cross all of the T's," rather than go through this interim step of a letter of intent, which has many potential traps."