Create Your Real Estate Letter of Intent
Generate a professional LOI for any real estate transaction - residential homes, commercial properties, or undeveloped land. Covers purchase price, earnest money, financing terms, inspection and appraisal contingencies, title provisions, and binding confidentiality clauses. Built on the binding/non-binding framework recognized in Empro Mfg. v. Ball-Co, 870 F.2d 423 (7th Cir. 1989) and compliant with Statute of Frauds requirements. Customized for your state's real estate laws. Ready to deliver in minutes.
Trusted by buyers, investors, and real estate professionals nationwide
What's Included in This LOI
This form generates a comprehensive letter of intent following the non-binding negotiation framework established in Empro Mfg. v. Ball-Co, 870 F.2d 423 (7th Cir. 1989) - covering property details, purchase price, financing, contingencies, closing terms, and binding provisions - all formatted as a professional letter from buyer to seller, ready for signature and delivery.
Property & Price Terms
Define the property, propose your purchase price, set the earnest money deposit, specify your financing method, and establish a closing date. The core commercial terms that frame the entire negotiation. All real property terms are structured to satisfy Statute of Frauds requirements, which require real estate agreements to be in writing.
Contingency Protections
Toggle up to 8 contingencies - inspection, appraisal, title, environmental, survey, zoning, sale of buyer's property, and custom. Each contingency includes specific timeframes and exit rights. Environmental contingencies are particularly critical for commercial transactions, where contamination liability can attach regardless of fault.
Binding Provisions
Confidentiality keeps deal terms private. Exclusivity prevents the seller from shopping the property. Governing law establishes which state's courts handle disputes. These provisions can remain legally enforceable even when the LOI itself is expressly non-binding.
Non-Binding Framework
The LOI explicitly states that neither party is obligated to close until a definitive Purchase and Sale Agreement is executed. Clear non-binding language prevents courts from imposing contractual obligations on either party. Either party can walk away from negotiations at any time - the LOI creates a negotiation framework, not a contract.
LOI Is Not a Purchase Agreement
This letter of intent is a negotiation tool, not a binding contract to purchase. A binding obligation arises only when both parties execute a definitive Purchase and Sale Agreement. Do not transfer funds, waive inspections, or take irreversible actions based solely on an LOI.
Attorney States
In states like New York, Massachusetts, Connecticut, Georgia, and South Carolina, a licensed attorney must be present at closing or review the purchase agreement. Even if your state does not require it, consulting a real estate attorney before signing a definitive agreement is strongly recommended.
Contingencies Explained
Contingencies are conditions that must be met before the sale can close. They protect the buyer by providing exit rights if the property does not meet expectations. Understanding which contingencies to include is one of the most important decisions in any real estate transaction.
Inspection Contingency
The most common and most important contingency. Gives the buyer a set period to hire a professional inspector to examine the property's structure, roof, plumbing, electrical, HVAC, and foundation. If material defects are found, the buyer can request repairs, negotiate a price reduction, or walk away.
Appraisal Contingency
Protects the buyer from overpaying. A licensed appraiser determines the property's fair market value. If the appraisal comes in below the offer price, the buyer can renegotiate, make up the difference in cash, or terminate the agreement. Essential when using mortgage financing.
Title Contingency
Ensures the seller can deliver clear and marketable title - free of liens, encumbrances, judgments, and competing ownership claims. A title search reveals any issues that must be resolved before closing. Title insurance protects the buyer against undiscovered title defects after closing.
Environmental & Other Contingencies
Environmental assessment is critical for commercial and land purchases to identify contamination liability. For pre-1978 properties, lead-based paint disclosure is federally required. Survey contingency verifies property boundaries. Zoning contingency confirms the property can be used as intended. Sale of buyer's property ties the purchase to selling an existing home.
The Real Estate LOI Process
Understanding where the LOI fits in the real estate transaction timeline helps you use it effectively as a negotiation tool. Because real estate transactions must satisfy the Statute of Frauds, documenting your terms from the outset builds a clear record for the definitive agreement.
Draft & Deliver the LOI
The buyer completes this form, generates the PDF, and delivers it to the seller or listing agent. The LOI presents your proposed terms - price, financing, contingencies, and closing timeline - in a professional format that signals serious intent.
Negotiate & Counter
The seller reviews the LOI and may accept, reject, or counter with modified terms. Common negotiation points include purchase price, earnest money amount, contingency periods, and closing date.
Execute the Purchase Agreement
Once both parties agree on terms, a formal Purchase and Sale Agreement is drafted - usually by a real estate attorney or through a state-specific standard form. This is the binding contract that obligates both parties to close under the agreed terms.
Due Diligence & Closing
After the purchase agreement is signed, the contingency periods begin - inspections, appraisals, title searches, and financing. If all contingencies are satisfied, the parties proceed to closing, where title transfers and funds are exchanged.
Real Estate Letter of Intent
- Residential, commercial, and land transactions
- Customizable contingencies with timeframes
- All 50 states supported
- Binding confidentiality & exclusivity clauses
- State-specific governing law & Statute of Frauds compliance
- Instant PDF download
Did you know?
Did you know?
In commercial real estate, the letter of intent is not just a courtesy - it is a critical negotiation tool that typically takes weeks to finalize. Commercial LOIs often involve complex terms like CAM charges, tenant improvement allowances, build-out periods, and operating expense pass-throughs. A well-drafted LOI saves thousands in legal fees by resolving major deal points before attorneys draft the definitive agreement. For residential transactions, LOIs are less common but increasingly used in competitive markets where buyers want to stand out without immediately entering a binding contract.
Featured — Spotlight
Built for your state's real estate laws.
Real estate transactions are governed by state law, and the differences are significant. Every state enforces a Statute of Frauds requiring real property agreements to be in writing. In attorney states, a licensed attorney must review or be present at closing, while title states commonly rely on title companies. Transfer taxes, disclosure rules, and related real estate requirements vary widely by jurisdiction. This LOI includes a governing law provision that references your selected state so any dispute about the LOI itself is resolved under the correct legal framework.
What people are saying
Real buyers, real transactions
Join thousands who started their real estate deals with a professional LOI
"Found a duplex for my first investment property and wanted to show the seller I was serious without locking into a binding contract. The LOI covered everything - price, earnest money, financing contingency, and a 14-day inspection period. I appreciated that the non-binding language was clear and explicit, so there was no ambiguity about commitment. Seller accepted within a week and we moved to the purchase agreement. Professional and thorough."
Michael R.
Denver, CO
"We were buying our second home and needed to make our offer contingent on selling our current house. The LOI let us spell out that contingency clearly along with our financing terms. Our attorney reviewed it and said the binding/non-binding separation was well-structured. The seller countered on the closing date and we had a framework for the whole negotiation."
Jennifer & Mark T.
Nashville, TN
"I'm a commercial real estate broker and I recommend this to my clients for smaller deals where they don't want to pay for an attorney-drafted LOI. The contingency options are solid - inspection, appraisal, title, environmental, zoning - and the binding confidentiality clause protects sensitive deal terms. Well done."
David S.
Phoenix, AZ
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Frequently Asked Questions
Everything you need to know about our real estate letter of intent
A real estate letter of intent is a preliminary document from a buyer to a seller that outlines the proposed terms of a property transaction. It covers the purchase price, earnest money, financing method, contingencies, closing date, and other key terms. The LOI is generally non-binding except for specific provisions such as confidentiality and governing law that are designated as binding.
The LOI itself is non-binding, meaning neither party is obligated to complete the purchase. However, certain provisions are expressly designated as legally binding - typically confidentiality, exclusivity or no-shop, and governing law. A binding obligation to purchase or sell arises only when both parties execute a definitive Purchase and Sale Agreement.
At minimum, include inspection, appraisal, and title contingencies. For commercial properties and land, add environmental assessment. For pre-1978 properties, lead-based paint disclosure is federally required. Each contingency gives you the right to exit the deal and recover your earnest money if the condition is not met.
Yes. This LOI supports single-family residential, multi-family, commercial, industrial, land, and mixed-use property types. The form adapts based on your property type selection. For complex commercial deals with lease terms, CAM charges, or tenant improvements, consult a commercial real estate attorney.
After both parties sign the LOI, the next step is drafting a formal Purchase and Sale Agreement. The LOI terms serve as the starting point for the agreement. The contingency periods begin after the purchase agreement is executed, not after the LOI is signed. If the parties cannot reach agreement on the definitive contract, either side can still walk away.
Instant PDF download · Updated for 2026
Instant PDF download · Updated for 2026