"Letters of Intent, legally, are the worst of all worlds. Writing a letter of intent is not to be taken lightly. In law, you either have a contract or you don't. LOI's are the legal equivalent of "almost pregnant." Letters of Intent emphatically state that. They state that they are not formal agreements, and then often proceed to set forth agreed terms of the proposed transaction. Given this paradox, if the deal goes sour, one party can argue [in court] that those agreed_upon points were, in fact, agreed upon _ or, in fact, a binding contract. And, in some cases, furthermore, that the party relied on the LOI and has monetary damages based on such reliance."
The lawyers add that: "This is the legal problem with a Letter of Intent _ you can't legally state you agree to something and then state that you don't in the same document." Famous Case of a Letter of Intent Gone Bad: Court Case of GETTY OIL vs. PENNZOIL