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Letters of Intent (LOI): Structure, Terms & Templates

By Khai Tran · · 5 min read

A checklist for discussing a commercial letter of intent: price, deposit, due diligence, financing, timing and the terms that need legal review.

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Put the Proposed Terms in Writing

A letter of intent gives the parties a place to discuss the main business terms. Clear dates, responsibilities and assumptions can reveal disagreements before more work is done. Involve the appropriate legal adviser when preparing or reviewing the document.


What a CRE Letter of Intent (LOI) Actually Is

A letter of intent outlines proposed business terms. Depending on its wording and applicable law, it may create binding duties, including confidentiality, exclusivity, expenses or other obligations. Do not assume the whole document is non-binding.

Think of it as:

  • A written outline of proposed business terms that may itself have legal consequences
  • A negotiation framework
  • A filter to see if both sides aligned before going deeper

Use the LOI to identify what the parties agree on and what remains open. Do not assume it resolves every issue needed for the final agreement.


Core Sections Every CRE LOI Should Include

1. Purchase Price & Deal Structure

Be specific and clean.

  • Purchase price
  • Asset type
  • Address or legal description
  • All-cash vs. financing contingency

If a term is still open, identify it clearly and agree on how it will be resolved.


2. Earnest Money Deposit (EMD)

Clarify:

  • Amount
  • When it goes hard
  • Who holds it (escrow/title)

Example:

Buyer to deposit $250,000 in earnest money within 3 business days of PSA execution; hard upon expiration of due diligence.


3. Due Diligence Period

This is one of the most negotiated sections.

Include:

  • Length (e.g., 30, 45 days)
  • Access rights
  • Extension options (if any)

Discuss the time and access needed for the actual inspections, records and financing review.


4. Closing Timeline

Outline:

  • Target closing date
  • Flexibility for lender delays
  • Conditions tied to DD or financing

This reassures sellers you can execute.


5. Financing Terms (If Applicable)

If the buyer is financing, state:

  • Loan type (agency, bank, bridge)
  • LTV range
  • Financing contingency length

Even sellers who prefer cash want transparency here.


6. Prorations & Closing Costs

Clarify who pays for:

  • Title
  • Escrow
  • Transfer taxes
  • Survey

Small details prevent big friction later.


7. Confidentiality & Exclusivity

Optional but powerful.

  • Confidentiality clause
  • No-shop or exclusivity period

These terms signal seriousness without being aggressive.


8. Legal Effect and Review

Have a qualified attorney review which provisions may bind the parties before anyone signs. A label such as “non-binding” does not replace reviewing the actual language and its effect.


Business-Term Worksheet for an LOI

Buyer: Seller: Property:

Purchase Price: $________ Deposit: $________ Due Diligence: ___ days from PSA execution Closing: On or before __________ Financing: ☐ Cash ☐ Financing (details) Prorations & Costs: __________

This list is a discussion worksheet, not legal drafting language. Have a qualified attorney prepare or review the document and explain its effect before it is signed.


Common LOI Mistakes Agents Make

Skipping Legal Review

An early document can still create obligations. Get advice on its wording and effect before signing.

Being Vague to “Stay Flexible”

Identify open terms so the parties and their advisers know what still needs agreement.

Forgetting the Seller’s Perspective

A strong LOI answers:

“Can you close, and will this be smooth?”


Explaining the Proposed Terms

Here is an example script to adapt to the proposed terms:

“This draft outlines the proposed price, timeline, and diligence terms. Both sides should have their advisers review the open issues and the legal effect of the document before signing.”

Keep the explanation brief and identify any open questions.

That tone matters, especially if you’re an introverted agent who prefers preparation over pressure.


When to Push, and When to Hold

Push on:

  • Due diligence access
  • Financing clarity
  • Timeline certainty

Hold on:

  • Minor cost allocations
  • Cosmetic language edits

Discuss which terms matter to your client and get advice on any language whose effect is unclear.


Before Sending the LOI

Check the names, property details, dates and proposed business terms. Make sure the client and the appropriate advisers understand what the document says and what remains to be negotiated.


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