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"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."

Ziad K. Abdelnour, President & CEO Blackhawk Partners, Inc, the New York_based advisory firm on such matters, puts it this way: "Giving a Letter of Intent only means 'Yes I'm intent to buy the goods but I can change my mind anytime.' A letter of Intent is not a binding contract. [Hence] The Letter of Intent is a total waste of time on a worthless piece of paper."

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