Letter of Intent (LOI) – Explained in Florida
1. Definition
A Letter of Intent (LOI) is a preliminary agreement that outlines the key terms of a proposed business deal—such as buying or selling a company, entering into a joint venture, or forming a partnership.
In Florida, an LOI is usually non-binding, meaning it expresses the parties’ intent to move forward but does not lock them into completing the deal. However, some provisions—like confidentiality, exclusivity, or dispute resolution—can be binding if written that way.
An LOI acts as a roadmap, ensuring both sides are on the same page before investing time and money in full contracts and due diligence.
2. Florida Legal Context
Florida contract law governs LOIs. Courts in Florida generally look at:
- Intent of the parties – Did the parties mean for the LOI to be binding or just a framework?
- Language of the document – Phrases like “non-binding” vs. “shall” or “must” can decide enforceability.
- Binding provisions – Confidentiality, exclusivity (“no shop” clauses), and governing law clauses are often enforceable even if the rest is non-binding.
Florida courts have enforced LOIs where the terms were sufficiently definite, especially if the LOI looked more like a contract than a simple outline. This is why drafting matters.
3. Real-World Application
Examples of when Florida businesses use LOIs:
- A Tampa entrepreneur signs an LOI with a seller before buying a franchise, setting price, due diligence deadlines, and financing terms.
- An Orlando medical group uses an LOI before merging practices to establish key terms while lawyers draft the final merger agreement.
- A Miami investor and a Sarasota startup founder sign an LOI that includes a 60-day exclusivity clause while they negotiate funding.
4. Why It Matters for Business Owners
An LOI is often the first step toward a major transaction. Done right, it saves time and builds trust. Done wrong, it can create false expectations—or even unintended liability.
Why it matters:
- Sets expectations: Prevents costly misunderstandings later in negotiations.
- Saves resources: Helps avoid wasted legal and accounting fees if the deal falls apart.
- Protects confidential info: Often includes non-disclosure terms.
- Provides exclusivity: Prevents sellers from shopping the deal to others while you negotiate.
Common mistakes in Florida:
- Failing to clearly state which parts are binding vs. non-binding
- Signing a vague LOI that courts later treat as enforceable
- Not including confidentiality, leading to leaked business information
- Not setting deadlines, which leaves negotiations dragging indefinitely
5. Real-World Florida Examples
- A Jacksonville buyer avoided litigation by having a clear non-binding clause in an LOI when talks fell through.
- A Sarasota seller enforced an exclusivity clause in court to stop a buyer from shopping around while negotiations were pending.
- A Fort Lauderdale investor lost leverage when an LOI failed to include a confidentiality provision—competitors learned sensitive financial details.
6. How Our Law Firm Can Help
At Black Rock Trial Lawyers, we make sure your LOI protects your interests without locking you into unwanted obligations. We assist with:
- Drafting and reviewing LOIs tailored to your deal and industry
- Clarifying binding vs. non-binding provisions
- Adding protective clauses (confidentiality, exclusivity, dispute resolution)
- Negotiating favorable terms before you invest in full contracts
- Transitioning from LOI to final agreements like Asset Purchase Agreements or Shareholder Agreements
Our goal is to give you a strong starting point that protects you while keeping the deal moving forward.
7. FAQs (Frequently Asked Questions)
Q: Is a Letter of Intent legally binding in Florida?
A: Usually not—but parts of it (like confidentiality or exclusivity) can be binding if written that way.
Q: What’s the difference between an LOI and a contract?
A: An LOI sets out the key deal terms in principle. A contract finalizes the deal and creates enforceable obligations.
Q: Do I really need a lawyer for an LOI?
A: Yes. Poorly drafted LOIs can create unintended liability or weaken your negotiating position.
Q: Can I back out of an LOI in Florida?
A: Typically yes, unless the LOI includes binding terms that restrict withdrawal.
Q: How long does an LOI last?
A: That depends on what you write in it—most LOIs include specific deadlines for due diligence and negotiations.
8. How to Retain Our Law Firm
We offer multiple access points tailored to your needs:
- Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
- 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
- 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
- Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)
All services are available in-person, by phone, or virtually.
9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program
Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.
BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.
At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.
What you get with BELAW:
- On demand strategic legal consultations with Attorney Gil Sanchez
- Document review and compliance audits
- Guidance on contracts, leasing, employment, and liability
- Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
- Proactive legal support to mitigate lawsuits and reduce risk exposure
- Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
- Entrepreneur coaching and a growing library of business education resources
- Litigation retainer and hourly rate discounts
We’re available when you need us—on demand, without hourly billing.
We make it easy to get started:
- Call or text us at (813) 254-1777
- Or fill out the secure contact form below
A member of our team will respond promptly to schedule your consultation.
10. How to Contact Our Law Firm to Retain
We make it easy for you to retain us:
- Call or text: (813) 254-1777
- Email: info@blackrocklaw.com
- Or submit your request using the form below
Our team will promptly follow up to confirm availability and next steps.
11. Who You Are Hiring
When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.
A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.
Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.
He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.
Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.
At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.
12. The Law Firm’s Geographical Reach
We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.
Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.
From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.
13. Disclaimer
The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.