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Buying & Selling a Business

Is it risky to sign an LOI before I've had my own lawyer review it?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, and this is one of the more common and entirely avoidable mistakes sellers make. Because the classic error with LOIs is misjudging which parts are binding, signing before a lawyer has reviewed the document means you may be agreeing to real, enforceable exclusivity, confidentiality, or cost-allocation commitments while assuming the whole thing is just a friendly, non-binding outline of a possible deal.

The risk isn't only about what you're agreeing to — it's also about what's missing. An unreviewed LOI might lack a defined expiry date, leave the exclusivity period open-ended, or use vague language about which provisions survive if the deal falls apart, all of which tend to surface as disputes later rather than as problems at the time of signing. None of this is obvious to someone reading the document for the first time without knowing what to look for.

A review before signing is also simply faster and cheaper than one after a dispute has already started, since a lawyer can flag problems while they're still negotiable rather than after you've already committed to them. Getting a Treadstone business lawyer to look at the document before you sign, even briefly, is worth the short delay.

Key takeaways

  • Misjudging what's actually binding in an LOI is one of the most common seller mistakes.
  • An unreviewed LOI can contain real exclusivity, confidentiality, or cost commitments you didn't intend.
  • Missing provisions — like a defined expiry date — cause as many problems as bad ones.
  • A review before signing is faster and cheaper than fixing a dispute afterward.
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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