Letters of Intent

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Francis Ho, Head of Construction | Tuesday, 1 September 2015 [email protected] | +44 20 7067 3505 | @fkyh Construction Law Masterclass Series 2015 Letters of Intent: Tips and Tactics

Transcript of Letters of Intent

Page 1: Letters of Intent

Francis Ho, Head of Construction | Tuesday, 1 September [email protected] | +44 20 7067 3505 | @fkyh

Construction Law Masterclass Series 2015

Letters of Intent: Tips and Tactics

Page 2: Letters of Intent

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Types of Letter of Intent

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20152

•LOI is non-binding (“gentlemen’s agreement”)

•LOI is partially-binding (e.g. confidentiality and lock-out provisions)

•LOI is fully-binding (final Contract documents agreed but not yet assembled)

•LOI is fully-binding (certain terms or provisions of final Contract yet to be agreed)

Page 3: Letters of Intent

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Non-binding and partly-blinding LOIs

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20153

Non-binding:

• “Agreement to agree” –not legally enforceable

• Contractor only entitled to reasonable (quantum meruit) sum

• Parties not able to enforce other terms

• Take care when LOI not intended to be legally binding

Binding:

• If detailed provisions are included, more likely to be binding

• Certain key provisions (e.g. confidentiality or lock-out) more like to be enforceable

• Draft clearly to be binding

Page 4: Letters of Intent

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Binding LOIs

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20154

Two types:

Contract agreed but not yet assembled

• Less common –parties usually go straight to Contract

• Tends to be used when Contract documents substantial/complex

Aspects of contract still to be agreed

• Much more common in construction industry

• Relies on parties proceeding in good faith and agreeing issues once works are commenced

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Binding LOIs: What should you do? #1

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20155

• Express clear in intention to create binding LOI

• Define scope of works (part/whole of full Contract works)

• Define basis of payment, including any ceiling on price

• State standards of design/workmanship expected

• Include time limits for performance

• Include constraints/provisions for entering into commitments with sub-contractors

• Include practical provisions following termination (e.g. demobilisation)

• Set out clearly those parts of full Contract still to be negotiating and agreed between parties (note Twintec Ltd v Volkerfitzpatrick Ltd [2014])

Page 6: Letters of Intent

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Binding LOIs: What should you do? #2

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20156

• State in LOI that:

• LOI falls away

• Contract supersedes LOI in its entirety

• Contract applies retrospectively to cover LOI works

• What happens if Contract not signed?

• Respective liabilities of the parties

• Longstop date

• When Contractor can stop work

• How payment calculated

• Insurance obligations

• Individuals with authority to issue instructions

• Execution by both parties (to be binding)

Page 7: Letters of Intent

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LOIs: What you should not do

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20157

•Beware when incorporating a number of documents by reference which may conflicting provisions

•Do not treat LOI as full Contract

•Do not delay in completing Contract

•LOIs are a last resort but often necessary on many projects to avoid delay –legal advice should be sought in putting them together

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Forms of LOI

constructiveblog.comConstruction Law Masterclass | Letters of Intent: Tips and Tactics | 1 September 20158

•Primary standard form is City of London Law Society’s Standard Letter of Intent (published 2005)

•Can be awkward to use

•Out of date –second edition proposed in 2015/16

•Generally LOIs several pages long but seldom negotiated


Confidentiality Agreements and Letters of Intent - Farris · Confidentiality Agreements and Letters of Intent R. Hector MacKay-Dunn, ... • Key Elements ... enforceable unless the

Confidentiality Agreements and Letters of Intent - Farris · Confidentiality Agreements and Letters of Intent R. Hector MacKay-Dunn, ... • Key Elements ... enforceable unless the

LETTERS OF INTENT - wcglaw.net of Intent.pdf · C. Termination of Letters of Intent ... Since the Letter of Intent is not legally binding, it is not critical who signs it. Typically,

LETTERS OF INTENT - wcglaw.net of Intent.pdf · C. Termination of Letters of Intent ... Since the Letter of Intent is not legally binding, it is not critical who signs it. Typically,

COLORADO COURT OF APPEALS Court of Appeals …...4. Notice of Intent and Offer Letters of August 2007 Brighton also sent “notice of intent” letters offering to pay for an appraisal

COLORADO COURT OF APPEALS Court of Appeals …...4. Notice of Intent and Offer Letters of August 2007 Brighton also sent “notice of intent” letters offering to pay for an appraisal

Letters of Intent Winter Batching Letters of Intent … › sites › dch.georgia.gov › files › 02-9...2016/02/09  · 2 Letters of Intent LOI2016001 Georgia Regents Medical Center

Letters of Intent Winter Batching Letters of Intent … › sites › dch.georgia.gov › files › 02-9...2016/02/09  · 2 Letters of Intent LOI2016001 Georgia Regents Medical Center

M&A Letters of Intent: for Sellers and Buyersmedia.straffordpub.com/products/manda-letters-of-intent...Strategies for Sellers and Buyers Mark D. Williamson B. Scott Burton October

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CV/Resume/Letters of Intent Preparation

CV/Resume/Letters of Intent Preparation

Letters of Intent, Bonds & Guarantees, Defects Liability Periods

Letters of Intent, Bonds & Guarantees, Defects Liability Periods

Letters of Intent - ICES | Chartered Institution of Civil …€¦ ·  · 2013-11-11Letters of Intent Contract Formation, Letters of Intent, ... The legal effect of a Counter Offer

Letters of Intent - ICES | Chartered Institution of Civil …€¦ ·  · 2013-11-11Letters of Intent Contract Formation, Letters of Intent, ... The legal effect of a Counter Offer

Term Sheets, Letters of Intent and Other “Non-Binding” Pre-Deal … · 2020. 9. 3. · Term Sheets, Letters of Intent and Other “Non-Binding” Pre-Deal Documents Stephanie

Term Sheets, Letters of Intent and Other “Non-Binding” Pre-Deal … · 2020. 9. 3. · Term Sheets, Letters of Intent and Other “Non-Binding” Pre-Deal Documents Stephanie

letters of intent 2-1

letters of intent 2-1

REQUEST FOR LETTERS OF INTENT - Audubon Connecticut · Letters of Intent will be evaluated, and applicants will be notified early May by 2019 as to whether or not they will be invited

REQUEST FOR LETTERS OF INTENT - Audubon Connecticut · Letters of Intent will be evaluated, and applicants will be notified early May by 2019 as to whether or not they will be invited

Request for Letters of Intent · 8/20/2020  · • Letters of Intent Due Date: 3:00 p.m. ET on September 15, 2020. One electronic file (up to 10MB), including a Letter of Intent

Request for Letters of Intent · 8/20/2020  · • Letters of Intent Due Date: 3:00 p.m. ET on September 15, 2020. One electronic file (up to 10MB), including a Letter of Intent

Jeffrey S. Tenenbaum Lisa M. Hix€¦ · Letters of Intent Key Issues and Pitfalls • Generally, letters of Intent ARE Binding –treat as a contract • Every letter of intent should

Jeffrey S. Tenenbaum Lisa M. Hix€¦ · Letters of Intent Key Issues and Pitfalls • Generally, letters of Intent ARE Binding –treat as a contract • Every letter of intent should

M&A Letters of Intent: Buyer and Seller Strategies for ...

M&A Letters of Intent: Buyer and Seller Strategies for ...

Letters of Intent, Bonds Guarantees, Defects Liability Periods · Letters of Intent, Bonds & Guarantees, Defects Liability Periods When should one enter into a LOI? Expiry of a LOI

Letters of Intent, Bonds Guarantees, Defects Liability Periods · Letters of Intent, Bonds & Guarantees, Defects Liability Periods When should one enter into a LOI? Expiry of a LOI

Letters of Intent Winter Batching Letters of Intent New ...

Letters of Intent Winter Batching Letters of Intent New ...

Office of Health Planning - Georgia Department of Community … · 2019-09-19 · 2 Letters of Intent none Letters of Intent – Winter Batching Megavoltage Radiation Therapy LOI2019003

Office of Health Planning - Georgia Department of Community … · 2019-09-19 · 2 Letters of Intent none Letters of Intent – Winter Batching Megavoltage Radiation Therapy LOI2019003

Letters of Intent - Tips and Traps for Commercial Lawyers

Letters of Intent - Tips and Traps for Commercial Lawyers

Letters of Intent - Georgia Department of Community Health · 2019-09-19 · 2 Letters of Intent LOI2010049 Gwinnett Medical Center Renovate South Tower - Lawrenceville Received:

Letters of Intent - Georgia Department of Community Health · 2019-09-19 · 2 Letters of Intent LOI2010049 Gwinnett Medical Center Renovate South Tower - Lawrenceville Received:

Innovations Solicitation CCE/MCCN Letters of Intent ...Innovations Solicitation CCE/MCCN Letters of Intent - Received To be posted on HFS Website as of March 20, 2012 ... CHF, COPD,

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