Can a buyer use an expired LOI to claim I still owe them exclusivity?

Generally, no — once an exclusivity clause's own stated period has run out, the seller's obligation under it typically ends with it. An expired document doesn't usually give a buyer an ongoing claim to something the clause itself never promised beyond its defined term, and courts look at what the LOI actually says rather than what a buyer wishes it still provided.

The exception is if the LOI included language that automatically extends or renews exclusivity under certain conditions — for example, if a specific milestone wasn't reached, or if the document didn't clearly define how or when the period ends in the first place. Ambiguous expiry language is a common source of exactly this kind of dispute: a buyer arguing exclusivity continued because the LOI never clearly said when or how it stopped, versus a seller who reasonably assumed it simply lapsed.

If a buyer is asserting a continuing exclusivity obligation based on an LOI you believe expired, the answer turns entirely on the precise wording used for the exclusivity period and its termination — not on the buyer's expectations. Have a Treadstone business lawyer review the specific clause before responding to that claim.