Can I be sued for damages beyond just losing my deposit if I walk away from an LOI?

Generally, exposure is limited to whatever binding provisions you actually breached, not to the full value of the deal you decided not to complete — since the core terms of a typical LOI are non-binding, walking away from the transaction itself usually isn't a breach that opens you up to damages for the lost bargain. If losing a deposit is the only consequence your LOI specifies for walking away, that's often close to the real extent of what you're exposed to.

Where damages beyond a deposit become possible is if walking away also breaches a separate binding clause — for example, if you'd already breached exclusivity by negotiating elsewhere before walking, or if you misused confidential information on your way out. In those situations, the other side could potentially claim damages tied specifically to that breach, which is a different, and sometimes larger, exposure than simply losing a deposit under the deal terms themselves.

Whether you're facing anything beyond a deposit depends entirely on what else, if anything, you've breached alongside walking away from the non-binding deal terms. A Treadstone business lawyer can assess your actual exposure based on the specific document and what happened.