Does an LOI expire on its own if nothing happens by a certain point?
Only if it says so. Some LOIs include an explicit expiry or sunset date, after which the document lapses automatically if a definitive agreement hasn't been signed by then — a useful, clean way to make sure a stalled process doesn't linger indefinitely. Others are silent on this entirely, which leaves real ambiguity about whether, or when, the document is considered dead if nothing moves forward.
Silence doesn't necessarily mean the LOI lasts forever, since a court would likely look at what's reasonable given how long negotiations were expected to take, but relying on an implied, reasonable expiry is far less certain than having an actual date written down. This matters most for whatever the LOI made binding: a confidentiality obligation or exclusivity clause without a clear tie to a specific expiry date can leave genuine uncertainty about how long it's meant to last.
Rather than assuming your specific LOI will simply fade away once things go quiet, check whether it actually states an expiry date, and if it doesn't, treat that as a gap worth fixing before signing your next one. A Treadstone business lawyer can build in clear expiry language rather than leaving it to interpretation later.
Key takeaways
- An LOI only expires automatically if it explicitly says so.
- Silence on expiry creates real ambiguity rather than a guaranteed automatic lapse.
- This matters most for binding provisions like confidentiality or exclusivity tied to no clear end date.
- Check for explicit expiry language, and add it before signing if it's missing.