A letter of intent (LOI) or term sheet is usually non-binding on the main deal, but some of its terms can bind you. Florida courts look at the document’s actual wording and how the parties acted, not the title on the page. For business owners facing a letter of intent dispute in Florida, the first question is which parts of the document are enforceable.
What a Letter of Intent or Term Sheet Is, and Who Runs Into These Disputes
A letter of intent or term sheet is a preliminary document. It lays out proposed deal terms before a final contract is signed. People also call it a deal memo. The final contract is called the definitive agreement.
These documents appear often in commercial sales, shareholder and investor deals, joint ventures, construction projects, and real estate purchases. Parties use them to agree on the big points first, then negotiate the details.
Disputes usually start when one side wants out. A buyer walks away, an investor changes the terms, or a contractor says the work was never ordered. The other side says the deal was already binding.
This page serves business owners, shareholders, partners, contractors, and buyers or sellers in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the wider Tampa Bay area. It covers Florida law and disputes heard in Florida courts and arbitration.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
When Is a Deal Memo Binding in Florida?
Whether a deal memo is binding depends on the facts of each dispute.
Conduct also counts. Partial payment, performance, exchanged drafts, and statements to lenders or other third parties can show how both sides treated the deal.
Some deals also need a signed writing. Florida’s statute of frauds generally requires that a contract for the sale of land, a lease longer than one year, or an agreement not to be performed within one year be in writing and signed by the party to be charged.
Electronic signatures generally count. Under Fla. Stat. § 668.004, an electronic signature has the same force and effect as a written signature, unless the law provides otherwise. Read more in our guide to electronically signed business contracts.
Provisions That Often Bind Even When the Main Deal Does Not
Many LOIs state that certain terms are binding, even when price and other deal terms are not. These clauses often matter most when one side walks away.
- Exclusivity or no-shop clauses. These bar one side from talking to other buyers or investors for a set period. Negotiating with a competitor during that window can start a dispute.
- Confidentiality. A binding confidentiality clause can support a claim if one side shares protected information improperly.
- Expense allocation. Some documents say who pays deal costs if the deal ends. That clause can decide who bears the loss.
- Governing law, venue, and dispute resolution. Under Fla. Stat. § 47.011, actions shall be brought only in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located, and this section does not apply to actions against nonresidents.
- Arbitration. Under Fla. Stat. § 682.02, a written arbitration agreement is valid and enforceable, except on grounds that allow a contract to be revoked. The court decides whether the agreement exists.
- Attorney’s fee clauses. If a contract allows fees to the party who must enforce it, Fla. Stat. § 57.105 lets a court allow reasonable fees to the other side when that side prevails, and this subsection applies to any contract entered into on or after October 1, 1988.
For disputes over ended exclusivity, see our page on distribution and exclusivity termination disputes.
Common Letter of Intent and Term Sheet Disputes in Business and Construction Deals
Most of these fights center on two questions. Was the deal binding? And who pays when it ends?
- Failure to close. One party refuses to sign the final agreement and says the LOI never bound it.
- Walk-away claims. One side says it had no duty to proceed. The other says it lost money and time relying on the deal.
- Fraud claims. A promise about future action can support fraud if the promisor had no intention of performing, or a positive intention not to perform, when making it. See the Third District fraud ruling.
- Shareholder and investor term sheets. Disputes often involve ownership percentages, governance rights, and whether preliminary terms bound the parties before a final shareholder agreement.
- Construction. Contractors and owners disagree on whether a preconstruction letter required work, payment, or scope before a full contract.
- Changed terms. One party says the other changed material terms after signing.
- Unjust enrichment. When an express contract covers the same subject, an unjust enrichment ruling says that claim will not support recovery.
If a party cites an unforeseen event to stop performing, read our page on force majeure clause disputes.
How a Letter of Intent Dispute Typically Proceeds
Most disputes move through the same five stages. The order and timing vary by case.
- Gather the full document history. Collect drafts, redlines, signed versions, emails, texts, and payment or expense records.
- Map the language against conduct. Compare the binding and non-binding terms with what each party actually did.
- Choose the path. Options can include a demand letter, negotiation, mediation, or a filing in Florida circuit court or arbitration.
- Preserve evidence early. Deleted messages and lost files can weaken a claim or a defense.
- Pursue the chosen path. That means pleadings, discovery, motions, and then settlement, a judgment, or an arbitration award.
Timing depends on the forum, how complex the dispute is, and how cooperative the parties are. Plan for a process, not a quick fix.
Why Businesses Work With Ayala Law PA on These Disputes
Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation in Florida courts and arbitration.
Eduardo A. Maura is the responsible lawyer for this page. Support staff assist the office. Our team reviews the document, identifies which terms may bind, and flags what the other side may argue and which records will matter.
The firm’s office is at 1646 W Snow Ave, Tampa, and the firm represents businesses in Tampa and Hillsborough County. The firm serves businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the Tampa Bay area.
An early review can show which terms may matter now, before a letter of intent dispute grows. Fee terms for a case evaluation are explained when you contact the office.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Frequently Asked Questions About Letter of Intent and Term Sheet Disputes
Is a letter of intent always non-binding in Florida?
No. Enforceability turns on the wording and how the parties acted. Some provisions are often drafted to bind.
Have the document reviewed as written.
What if the other side says the LOI was only a starting point?
That position is tested against the document’s wording, drafts, and conduct.
Does a deposit or expense payment make an LOI binding?
Payments and reliance can be evidence in a dispute.
Can a letter of intent dispute lawyer in Florida review my signed document?
Yes. Bring the signed LOI or term sheet, drafts, and related emails. If your deal memo is now in dispute, call (305) 570-2208 or use our contact page to talk with Ayala Law PA about your document.
