Can a term sheet accidentally become legally binding even if no one intended that?

Yes, and this is the single most common way an LOI or term sheet goes wrong. Courts look at the substance of what was actually written and how the parties behaved, not just what either side privately intended or what the document is titled. A term sheet that reads like a completed agreement — specific, detailed terms with no clear statement that it's subject to a definitive agreement — can be found binding even if both sides genuinely thought they were just sketching out a framework.

The specific gap that causes this is missing or weak "subject to" language: an explicit statement that the term sheet is not intended to create binding obligations on the deal terms, and that a signed definitive agreement is required before either side is committed. Without that, ambiguity about what was intended gets resolved by looking at the words on the page and the parties' conduct, which doesn't always match what either side privately assumed.

Because this is exactly the kind of drafting error that turns a supposedly informal document into an enforceable one, precise language stating what's binding, what isn't, and that closing depends on a further signed agreement is essential. A Treadstone business lawyer can make sure your term sheet actually says what you think it says.