Is a handshake deal before the LOI worth anything at all?

An informal handshake understanding, before anything is put in writing, generally carries very little legal weight for the sale itself in a transaction this complex. Courts are reluctant to treat a business purchase and sale as concluded on an oral or informal basis, given how many essential terms — price adjustments, representations and warranties, closing conditions — normally still need to be worked out and put in writing before anyone could reasonably say a deal was actually reached.

That doesn't make a handshake deal worth literally nothing, though. It can shape what each side expects going forward, and if one party relies on specific promises made informally — for example, taking a costly step because of something the other side said — that reliance can create its own legal exposure separate from whether a binding sale resulted. The nuance is distinguishing "we have an understanding" from "we have an enforceable deal," which are very different things at the handshake stage.

If you're relying on an informal understanding to make decisions with real consequences, it's worth getting it into a proper written LOI, ideally with a Treadstone business lawyer's input, rather than treating the handshake itself as something you can count on.