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Buying & Selling a Business

Does an LOI protect me if the buyer never actually intended to close?

TSL Written by the Treadstone Law team· Updated August 2026

Only partly. An LOI can't force a buyer to close, since the core deal terms are typically non-binding on both sides — that's true whether the buyer's hesitation is genuine or the process was never sincere to begin with. What an LOI can do is limit some of the damage: a confidentiality clause protects information you shared regardless of the buyer's motives, and a well-drafted exclusivity clause with clear milestones and an expiry date at least limits how long you're tied up before you're free to move on.

If you later discover a buyer never genuinely intended to close — for example, using the process mainly to access sensitive information or occupy your time for other reasons — proving that intent after the fact is difficult, and there's no automatic remedy just because the outcome feels like it was in bad faith. Recourse generally exists only to the extent a specific binding provision was actually breached, such as misusing confidential information beyond what the confidentiality clause allowed.

The practical protection comes from how the LOI is drafted before you sign — defined milestones, a real expiry date, and tight confidentiality — rather than from anything an LOI can do to guarantee sincerity. A Treadstone business lawyer can help build those protections in upfront.

Key takeaways

  • An LOI can't force a buyer to close, regardless of whether their intentions were genuine.
  • Confidentiality and exclusivity clauses limit exposure but don't guarantee good faith.
  • Proving a buyer never intended to close is difficult, and there's no automatic remedy for it.
  • Build in defined milestones, a real expiry date, and tight confidentiality before signing.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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