Letter of Intent (LOI)

Standard LOI Provisions

• Parties and property: buyer/tenant/sponsor; seller/landlord/GP; property address and legal description
• Purchase price or rent: total price (acquisition); base rent + escalations (lease); investment amount (JV)
• Earnest money / deposit: amount, escrow holder, refundability terms
• Due diligence period: length (typically 30–60 days FL CRE acquisitions); inspection scope
• Financing contingency: if applicable; financing terms required
• Closing timeline: target closing date and conditions
• Title and survey: who pays, who selects, objection mechanics
• Pro-rations: taxes, rents, utilities at closing
• Reps and warranties scope: high-level outline for definitive agreement
• Special provisions: any deal-specific items (estoppels required, lease assignment, environmental, 1031)

Binding vs. Non-Binding Provisions

• Non-binding (most provisions): price, terms, due diligence, closing date — provisional pending definitive agreement
• Binding — confidentiality (NDA): protects both sides during diligence
• Binding — exclusivity / no-shop: seller agrees not to negotiate with other buyers for defined window (typically 30–60 days)
• Binding — expense reimbursement: defines who pays what costs if deal fails
• Binding — choice of law: Florida law typically governs FL CRE LOIs
• Binding — dispute resolution: venue, arbitration vs. court, attorney fees
• Binding — break fee (rare on small deals): defined penalty if party walks without cause
• Critical: explicitly state which provisions are binding vs. non-binding to avoid accidental binding commitments

Florida-Specific LOI Considerations

• Florida documentary stamp tax: typically buyer pays; LOI should specify (negotiable)
• Hurricane / casualty: address what happens if storm strikes during diligence window
• Insurance binding: typical 14–30 day binding requirement before closing — coordinate with FL insurance broker timing
• 1031 exchange: if either party is 1031 exchanger, LOI should accommodate (cooperate clause, identification dates)
• Estoppel campaign: material tenants requiring estoppels — LOI defines timing and threshold
• Environmental Phase I: required on most FL CRE acquisitions — buyer typically procures during DD period
• FL property tax reassessment: acknowledge post-sale reassessment in pro-ration negotiation
• Co-tenancy violations: retail center acquisitions — verify status pre-LOI

What is a Letter of Intent (LOI) in commercial real estate?

A Letter of Intent (LOI) is a pre-contract document setting the business terms of a contemplated CRE transaction — acquisition, lease, joint venture, or financing — before binding legal documents are negotiated. Most LOI provisions are non-binding (allowing either side to walk), but certain provisions are typically binding: confidentiality, exclusivity (no-shop), expense reimbursement, choice of law, and dispute resolution. The LOI focuses negotiation, accelerates deal momentum, and surfaces deal-breakers before legal cost is incurred.

What's the difference between binding and non-binding LOI provisions?

Non-binding provisions (price, terms, closing date, due diligence scope) are provisional pending definitive agreement — either party can walk. Binding provisions typically include: confidentiality (NDA), exclusivity / no-shop (seller can't shop the deal for defined window), expense reimbursement (who pays what if deal fails), choice of law (Florida law for FL CRE LOIs), dispute resolution (venue, arbitration), and sometimes break fee. Sophisticated LOIs explicitly state which provisions are binding vs. non-binding to avoid accidental binding commitments.

How long should a Florida CRE acquisition LOI specify for due diligence?

Florida CRE acquisition due diligence periods typically range 30–60 days. Common terms: 30 days for straightforward stabilized deals, 45 days for value-add with multiple tenants, 60+ days for complex acquisitions (development, environmental concerns, large multi-tenant). Florida-specific factors: hurricane season risk may justify shorter diligence in storm-prone months; insurance binding 14–30 day requirement compresses end-of-diligence work; Phase I ESA typically requires 21–30 days.

What's a no-shop or exclusivity clause in an LOI?

A no-shop / exclusivity clause is a binding LOI provision requiring the seller to negotiate exclusively with the buyer for a defined window (typically 30–60 days) — not to negotiate with other buyers, accept competing offers, or solicit alternative deals. The clause protects the buyer's diligence investment and creates negotiation focus. Sophisticated FL sellers may negotiate no-shop with carve-outs for unsolicited superior offers (fiduciary out) on larger deals.

Who can draft a Florida CRE LOI?

Michael R. Linton and Linton Global Solutions execute LOIs daily across Florida CRE — acquisitions, leasing, joint ventures, and financing placements. 39 years of Florida CRE transaction experience and direct relationships with FL CRE legal counsel produces LOIs that focus negotiation, accelerate deal momentum, and surface deal-breakers before legal cost is incurred. Active Orlando, Tampa, and I-4 corridor deal pipeline. Call (312) 612-1031.

Article Summary

Letter of Intent (LOI) = pre-contract document setting business terms before definitive agreement. Most provisions non-binding (allowing walk-away); binding provisions typically include confidentiality, exclusivity/no-shop, expense reimbursement, choice of law, dispute resolution. Standard FL CRE acquisition LOI: parties/property, price, earnest money, due diligence period (30–60 days), financing contingency, closing timeline, title/survey, pro-rations, reps/warranties scope. FL-specific: doc stamp, hurricane/casualty, insurance binding timing, 1031 cooperation, estoppels, Phase I ESA, post-sale tax reassessment.

Key Takeaways

• ✓LOI = pre-contract document setting business terms before definitive agreement.
• ✓Most provisions non-binding; key bindings: NDA, no-shop, expense reimbursement.
• ✓FL CRE acquisition DD period typically 30–60 days.
• ✓Always explicitly state binding vs. non-binding provisions.
• ✓Surface deal-breakers early — save legal cost.

About Michael R. Linton

Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor. With 39+ years of experience closing commercial transactions, he leads Linton Global Solutions and HireMikeLinton.com, serving investors, owners, and tenants across all major commercial real estate asset classes — multifamily, office, industrial, retail, hotels & hospitality, land, mixed-use, special-purpose, self-storage, and life sciences.

Michael holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722). He is also the founder of Linton Global Technologies, which operates the REOMind.ai AI-powered REO disposition platform serving 500+ banks.

Ready to Talk About Your Letter of Intent (LOI) Deal?

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Works Cited

1. American Bar Association. "Commercial Real Estate Transactions." ABA, https://www.americanbar.org/. Accessed Jun 9, 2026.
2. CCIM Institute. "Commercial Real Estate Investment." CCIM, https://www.ccim.com/. Accessed Jun 9, 2026.
3. Florida Bar Real Property Section. "Real Property Transactions." The Florida Bar, https://www.floridabar.org/. Accessed Jun 9, 2026.
4. Practical Law. "Letter of Intent Drafting." Thomson Reuters, https://content.next.westlaw.com/. Accessed Jun 9, 2026.

Disclosure & Compliance

Disclosure: This article discusses proprietary technology developed by Linton Global Technologies. Michael R. Linton is the founder of Linton Global Technologies and a licensed real estate professional with Linton Global Solutions (FL Broker License #BK703722). This content is for informational purposes only and does not constitute investment, legal, or financial advice.

Compliance Statement: All CREDDS and REOMind.ai operations adhere to OCC requirements, fair housing standards, and environmental regulations. Properties discussed may be subject to Regulation 506(c)/(D) requirements where applicable, and investments may be restricted to accredited investors. Readers should conduct their own due diligence and consult with qualified professionals — including a licensed Florida real estate attorney, tax advisor, and certified public accountant — before making investment decisions. Past performance does not guarantee future results.