What happens if I never actually signed the LOI but acted like the deal was final?

A missing signature doesn't automatically mean nothing binding happened, since Ontario contract law doesn't strictly require a signed document for an agreement to form — conduct and communications between the parties can, in principle, create obligations even without one. That said, for a transaction as complex as a business sale, courts are generally reluctant to find that a complete, binding sale resulted from informal conduct alone, given how many essential terms — price adjustments, representations and warranties, closing conditions — normally still need to be worked out and documented before a deal could reasonably be considered final.

The more realistic risk isn't that you'll be found to have completed a sale you never signed onto, but that specific statements or actions the other side relied on could create narrower legal exposure, separate from whether a full agreement exists. Treating a negotiation as settled, sharing information, or making commitments as though things were locked in can matter even short of an actual binding sale.

If you're unsure what your conduct may have created, don't assume the absence of a signature means the absence of any risk. A Treadstone business lawyer can assess what actually happened and what, if anything, it exposes you to.