If you’re a business owner or an investor in Canada, you may have encountered the term “Letter of Intent” or “LOI” in your transactions. Whether you’re considering buying or selling a business, acquiring assets, or entering into a partnership, understanding what a Letter of Intent is and when it’s applicable is crucial. 

Below, we will provide you with a comprehensive guide to Letters of Intent, explaining their purpose, legal implications, and how they can benefit you.

What Is a Letter of Intent?

A Letter of Intent (LOI) is a document that outlines the preliminary terms and conditions agreed upon by parties involved in a potential business transaction. It serves as a formal expression of interest, indicating the intention to negotiate and reach a final agreement. Essentially, it sets the groundwork for the future contract.

Drafting an LOI is typically the initial step in buying or selling a business. If there is an intention to enter into a legally binding contract for a major business transaction, one of the parties should draft an LOI as proof. This establishes mutual understanding and ensures both parties are aware of their respective responsibilities. In simpler terms, LOIs are pre-contracts showing the parties’ intention to enter an agreement.

LOIs are often legally binding agreements, and due to the implications this can have for both parties, it is imperative that each party consults with their legal counsel prior to signing. This will ensure all stakeholders comprehend and agree with the terms of the LOI. It allows both parties to demonstrate their commitment and willingness to move forward with the transaction.

Two men shaking hands after completion of a Letter of Intent

There are two types of LOIs, binding and non-binding:


Parties may sometimes choose to make a Letter of Intent binding. When binding, the terms and conditions stated in the LOI are legally enforceable. This means that if either party breaches the terms outlined in the LOI, the other party can seek legal remedies. It is important to consult with legal professionals to ensure the binding LOI is drafted accurately, as it carries legal implications.


More commonly, Letters of Intent are non-binding. This means that the terms and conditions mentioned in the LOI are not legally enforceable, and the parties are not obligated to proceed with the transaction. However, a non-binding LOI demonstrates the parties’ good faith efforts and helps establish a framework for further negotiations.

Why Do You Need a Letter of Intent?

A Letter of Intent serves several purposes in a business transaction:

  1. It allows both parties to outline their understanding of the proposed deal and ensure they are on the same page before investing significant time and resources into negotiating a final agreement.
  2. It helps identify potential deal-breakers or issues early on, saving both parties from wasted efforts if they cannot agree on fundamental terms.
  3. A Letter of Intent can protect privacy by specifying that negotiations remain confidential, preventing one party from disclosing sensitive information to competitors.

You can also secure financing or attract potential investors using a Letter of Intent. It shows interested parties that serious discussions are underway, making obtaining funding or gauging investor interest easier.

Are Letters of Intent Legally Binding in Ontario?

In Ontario, the legal enforceability of a Letter of Intent depends on the specific language used and the intentions of the parties involved. The courts will analyze the content and context of the LOI to determine whether it should be considered binding or non-binding. 

Consulting with a legal professional when drafting or reviewing a Letter of Intent is advisable to ensure clarity.

How Long Does a Letter of Intent Last?

Letter of Intent lawyer reviewing the time on his watch

The duration of a Letter of Intent can vary, and it is usually specified within the document. Typically, the terms outlined in Letters of Intent indicate the length of validity for the offer they represent. This validity period can range from 72 hours to two weeks or be linked to specific events, depending on the party making the offer.

When the recipient of the LOI responds within the given timeline, both parties can proceed with the subsequent steps. Specifying a timeframe in the LOI is essential to avoid future disputes or misinterpretations. A clearly defined timeline helps ensure everyone is on the same page regarding the terms of the agreement.

Moving Forward in the Process

Once the parties have agreed on a timeline and scope for their due diligence, the next step is for one party to prepare and present an Agreement of Purchase and Sale (APS) within the specified period stated in the LOI. Following this, negotiations between the parties often take place to ensure that both sides are satisfied with the terms and conditions outlined in the APS.

If you have yet to secure legal counsel, seeking a corporate and commercial lawyer’s guidance, assistance, and advice is highly advisable. These agreements can be complex and intricate, making it crucial to clearly understand all the terms, conditions, and obligations before entering into the agreement.

Key Takeaways

To summarize, a Letter of Intent serves as a pivotal preliminary document that outlines the terms and conditions of a potential business transaction. 

Whether binding or non-binding, the LOI plays an important role in facilitating negotiation and conducting thorough due diligence. Even though a non-binding LOI may lack legal enforceability, it retains its significance as a valuable tool for both parties involved. 

In the province of Ontario, the legal enforceability of a Letter of Intent depends on various factors, including the specific circumstances and language employed. 

Therefore, it is imperative to seek the guidance of a legal professional to ensure that your LOI aligns precisely with your intended objectives. By leveraging their expertise, you can effectively navigate the intricacies of the law and optimize the effectiveness of your Letter of Intent.

At RBHF Professional Corporation, our Kingston lawyers specializing in Corporate & Commercial Law are dedicated to providing valuable insights and guidance in navigating the complex world of business transactions. We understand the importance of having a solid understanding of legal concepts, such as the Letter of Intent, to ensure the success and protection of your business ventures.

Whether you are a business owner, an investor, or engaged in any business-related transaction, our law firm is dedicated to providing the legal expertise you need to make informed decisions and safeguard your interests.

Don’t hesitate to contact us for any inquiries or assistance. We are ready to provide the personalized attention and expertise to ensure your Letter of Intent aligns with your objectives and effectively protects your interests.