Can I get compensated if a buyer strings me along under an LOI with no intention to close?
This is difficult, and there's no guaranteed remedy just because a deal ultimately went nowhere and you feel it was never sincere. Since the core terms of a typical LOI are non-binding, a buyer choosing not to close, even after a long process, generally isn't itself compensable — the harder question is proving the buyer never genuinely intended to close from the start, which is a factual claim that's hard to establish after the fact.
Where compensation becomes more realistic is if a specific binding provision was actually breached along the way — for example, a defined cost-allocation clause that specifically addresses this scenario, or evidence the buyer misused confidential information beyond what your confidentiality clause permitted. Without a provision like that, or clear evidence tying your losses to a specific breach rather than to the deal simply not working out, recourse tends to be limited.
If you suspect this is happening while still in the process, the more useful step is often ending the LOI relationship and its exclusivity promptly rather than waiting to see if compensation might be available afterward. A Treadstone business lawyer can assess whether anything you have supports a genuine claim.
Key takeaways
- There's no guaranteed remedy just because a deal didn't close and felt insincere in hindsight.
- Proving a buyer never intended to close is a difficult factual claim to establish.
- Compensation is more realistic where a specific binding clause was actually breached.
- Acting promptly to end the relationship is often more useful than waiting for compensation later.