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Buying & Selling a Business

Is it normal for an LOI to have no real deadline for moving to closing?

TSL Written by the Treadstone Law team· Updated August 2026

It happens more often than it should, but it's a drafting gap worth fixing rather than something to accept as normal. Without a target date or an outside deadline, a deal can drift indefinitely, with neither side entirely clear on when — or whether — it's reasonable to treat the process as over if things stall. That ambiguity tends to surface at the worst time, usually when one side wants to move on and the other insists the deal is technically still alive.

The complication is that a missing closing deadline doesn't necessarily affect any exclusivity clause in the same LOI, which typically has its own separately defined period. So you can end up in a situation where your exclusivity obligation has a clear end date, but the underlying deal itself has none — leaving you bound not to shop elsewhere while the actual transaction has no defined point at which you're free to say it's over.

Adding an outside date, with a clear mechanism for either side to walk away if it passes without a definitive agreement, is a simple fix worth insisting on. A Treadstone business lawyer can build this into your LOI before you sign rather than after months of drift.

Key takeaways

  • LOIs without a closing deadline are common but represent a fixable drafting gap.
  • No deadline can leave the process ambiguous about when either side is free to move on.
  • Exclusivity often has its own defined end date even when the deal timeline doesn't.
  • Add an outside date and a walk-away mechanism before signing, not after drift sets in.
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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