How ironclad is a letter of intent?

How ironclad is a letter of intent?

Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes

There is a mobile home park I've wanted to look into for several months. I stopped by and talked with the owner today. I had done business with her years ago and she is friendly. When I asked, she said that she had signed a Letter of Intent with a large company last week and they were sending someone out Monday. 

The park seems to be sub-optimally managed. She said she hasn't sold for years because she can't find the time to organize her information (rent rolls, expenses) etc. 

I have a feeling this company is going to get a pretty low price because she does not have her act together. I would not mind paying fair market value based on NOI or even a little more because I know better management will bring much higher profits and I plan to repurpose some of the land, which is frontage on a very busy commercial strip, to commercial.

I'm resisting beating myself up for not walking in months ago. I don't find much use for wallowing in regret. All I can do is learn and move forward and act faster in the future. 

She has owned it for 40 years, managed it haphazardly and probably doesn't have a clear idea of current and potential value. She also mentioned she expenses as much off her personal expenses as she can on the park and needs to weed that out. The office itself is disarray so I can only imagine the books. 

I know a few bright CPA's and bookkeepers. One in particular who is very experienced in commercial property would be able to go in, for a fee and figure this thing out and emerge with a clear and fair picture of NOI.

But what I'm wondering is if the LOI is impenetrable? Can she entertain another offer? Does the buyer have equitable rights? What if they use her disorganization as a way to take advantage of her and obtain a clearly unfair price? What is her recourse and rights in that case?

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Jay HinrichsBusiness Member
Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
9y

@Michael Bracken  well quite Frankly the thing I loved more than anything in my career was being a logger.

more than building homes .. lending money  buying court house steps.

think about it. your out in the woods.. NO hold over owners you just bought here home on the court house steps.. NO tenants..  ( nuff said about that).. no city  crap  ( like building new homes.)

no borrowers failing to pay.

Just you and the woods .. you harvest do a killer replant and next generation does it all over again.

I look at some of the hillsides I remember when I first came to ORegon that were clear cut. I drive by them today and they are full blown forests again.. renewable resource.

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  • Realtor · Columbus, OH · Member since 2017 · 313 posts · 245 votes
    9y

    LOI is non binding and is not a contract, it just lays out the conditions under which you are willing to enter into a contract. On several occasions, I have signed multiple LOIs and walked away from all.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y
    Originally posted by @Priyanshu Adathakkar:

    LOI is non binding and is not a contract, it just lays out the conditions under which you are willing to enter into a contract. On several occasions, I have signed multiple LOIs and walked away from all.

     Thank you. I just called a friend of mine locally who said the same thing. She can sign 10 letters of intent and walk away from them all. They are just as the name implies but she spoke as if the deal was locked up so I had to do a little research. 

  • Realtor · Columbus, OH · Member since 2017 · 313 posts · 245 votes
    9y

    @David Fritch Thank you, ethically as a licensed real estate practitioner I inform the other party that I have multiple LOIs but that is just a personal work ethic and not the norm. Also, I always put a time limit for response to the LOIs that I issue. I would advise you to press them to either give you a contract draft or a counter at the earliest. Their response will tell you a lot.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y

    I'm afraid I don't understand. Press who to give me a contract draft or counter? Counter to what? Should I include a price in my letter of intent? 

  • Realtor · Columbus, OH · Member since 2017 · 313 posts · 245 votes
    9y

    Sorry, I misread your original post, I thought you had already issued the LOI. Now that I have re-read it, I would say in the offer price section just say TBD. But spell out other conditions like the right to send in professionals to determine the value, inspectors to assess the condition of the property etc. You need not do all that now during the LOI/negotiation phase but only after you have a contract and these conditions have been recorded as contingencies therein. Treat this as a business purchase and consult a lawyer with M&A experience to do the contract. This is how I would handle it without making it too apparent to the seller since from what you say, I am guessing the seller is not too business savvy.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y

    Thank you sir. I'm working on my LOI now.

  • Realtor · Columbus, OH · Member since 2017 · 313 posts · 245 votes
    9y

    Awesome, if you want me to critique it, I'll be happy to (no obligation).

  • Investor · Garland, TX · Member since 2015 · 110 posts · 43 votes
    9y

    A LOI CAN be binding if the language is there and if both parties agree to it. But remember, judges enforce contracts not contracts. So a judge would have to sort out if it was binding and to what extent and where. If your going to court your probably loosing money. Or about to make a bunch! Not my kind of investing ; )

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    it certainly depends on the language in the LOI.. as @Michael Bracken stated some are vague and not really more than an intro letter ... others can be binding.. I am buying a 180 lot developemtn right now and started with an LOI that the owner can't go around .....

    like all things depends on contract.

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    @Michael Bracken and the reason my LOI is tight is I spent 60k out of pocket on up front Due diligence..

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y

    This makes sense Jay and Micheal. I will have to ask her if I can take a look at it to really know. And from there possibly have my attorney take a look at it. Thanks gentlemen. 

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y
    Originally posted by @Priyanshu Adathakkar:

    Awesome, if you want me to critique it, I'll be happy to (no obligation).

     Thank you Priyanshu! I may take you up on that. 

  • Realtor · Columbus, OH · Member since 2017 · 313 posts · 245 votes
    9y

    @Michael Bracken Sorry but ALL commercial negotiations begin with an LOI and ALL LOIs begin with the following verbiage or something similar to it.

    "This Letter of Intent shall serve to outline a proposal for the lease of space at XXXX. As more fully explained below, this proposal does not constitute a binding agreement between the parties. It only evidences Tenant’s offer to negotiate in good faith with Landlord for a lease of space in the Center. The basic terms of the proposal are as follows:" 

    It also ends with verbiage similar to "Nature of this Letter of Intent: As noted above, this Letter of Intent constitutes Tenant’s offer to negotiate with Landlord. If the terms of this Letter of Intent are accepted by Landlord, this Letter of Intent shall only constitute the agreement of Tenant and Landlord to negotiate with each other in good faith for a lease of space in the Center having the basic terms set forth in this Letter of Intent. This Letter of Intent may not be relied upon by any party as evidence of a binding agreement or commitment between Landlord and Tenant for a lease of space in the Center, and no legal rights and obligations between the parties shall be created or deemed to exist with respect to the Premises until the parties have fully executed and delivered the lease agreement described above."

    Any other language therein is not an LOI but a contract and yes those are enforceable.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y
    Originally posted by @Jay Hinrichs:

    @Michael Bracken and the reason my LOI is tight is I spent 60k out of pocket on up front Due diligence..

    Very curious if it included a stated or at least intended purchase price? One would think this would be prerequisite to "locking up" the property. 

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    @David Fritch  yup we have purchase price I this case 4.4 mil.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y
    Originally posted by @Jay Hinrichs:

    @David Fritch  yup we have purchase price I this case 4.4 mil.

    Makes sense. Thank you. So why an LOI and not a Purchase and Sale or equivalent?

  • Investor · Garland, TX · Member since 2015 · 110 posts · 43 votes
    9y
    Originally posted by @Jay Hinrichs:

    it certainly depends on the language in the LOI.. as @Michael Bracken stated some are vague and not really more than an intro letter ... others can be binding.. I am buying a 180 lot developemtn right now and started with an LOI that the owner can't go around .....

    like all things depends on contract.

     Gee Wiz! Only a couple days posting and already mentioned by @Jay Hinrichs! FYI loved the podcast!

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    @David Fritch good question other than these are complicated deals and the LOI can be banged out quickly followed up with a purchase contract.

    in this instance we go the LOI in signed.. then negotiated the fine points of the purchase contract while Lennar and Horton sat waiting to see what we would do.. :)

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    @Michael Bracken well we have to give credit where credit is due.. remember this site is purely personal opinons and experiences  so what works for me may not work for someone else..

    pod cast was fun.. I went to a friends studio so I could have all the gear the guys wanted.. they were easy to talk to .

    and really nothing earth shattering just my life history  .. and if folks thinks that's interesting well I guess I am flattered to the extreme

  • Investor · Garland, TX · Member since 2015 · 110 posts · 43 votes
    9y
    Originally posted by @Priyanshu Adathakkar:

    @Michael Bracken Sorry but ALL commercial negotiations begin with an LOI and ALL LOIs begin with the following verbiage or something similar to it.

    "This Letter of Intent shall serve to outline a proposal for the lease of space at XXXX. As more fully explained below, this proposal does not constitute a binding agreement between the parties. It only evidences Tenant’s offer to negotiate in good faith with Landlord for a lease of space in the Center. The basic terms of the proposal are as follows:" 

    It also ends with verbiage similar to "Nature of this Letter of Intent: As noted above, this Letter of Intent constitutes Tenant’s offer to negotiate with Landlord. If the terms of this Letter of Intent are accepted by Landlord, this Letter of Intent shall only constitute the agreement of Tenant and Landlord to negotiate with each other in good faith for a lease of space in the Center having the basic terms set forth in this Letter of Intent. This Letter of Intent may not be relied upon by any party as evidence of a binding agreement or commitment between Landlord and Tenant for a lease of space in the Center, and no legal rights and obligations between the parties shall be created or deemed to exist with respect to the Premises until the parties have fully executed and delivered the lease agreement described above."

    Any other language therein is not an LOI but a contract and yes those are enforceable.

     I'll check that out. Thank you.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y

    @Jay Hinrichs OK I will call you first when I find land for 180 lots. 

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    @David Fritch  no call Hayden homes those are your buyers  LOL...

  • Jay HinrichsBusiness Member
    Real Estate Consultant · Summerlin, NV · Member since 2014 · 45k+ posts · 66k+ votes
    9y

    @Priyanshu Adathakkar  mine are not like that but I don't buy income property only dirt.

    and we spent A LOT of money up front. so a little different.

  • Real Estate Broker · Pasco, WA · Member since 2013 · 126 posts · 53 votes
    9y

    Probably Hayden or Sullivan Rowell yeah. My realtor has sold for the and to them. Lots are needed badly here.

  • Investor · Garland, TX · Member since 2015 · 110 posts · 43 votes
    9y
    Originally posted by @Jay Hinrichs:

    @Michael Bracken well we have to give credit where credit is due.. remember this site is purely personal opinons and experiences  so what works for me may not work for someone else..

    pod cast was fun.. I went to a friends studio so I could have all the gear the guys wanted.. they were easy to talk to .

    and really nothing earth shattering just my life history  .. and if folks thinks that's interesting well I guess I am flattered to the extreme

     My mom inherited 40 acres of pine woods near the Ozarks in AR. I was inspired from your podcast to develop it someday. Clear the timber, subdivide, water well, driveway etc. Thank you.

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