Can I walk away from an LOI just because I got cold feet?
Generally, yes, on the underlying deal itself. Since price and other core terms in a typical LOI are non-binding, you don't usually need a specific justified reason to decide not to proceed — "cold feet" isn't a distinct legal category you have to defend, because you were never legally committed to selling in the first place just by signing the document.
Where this gets more complicated is if walking away also means breaching a separate binding provision in the same LOI. If you were under an exclusivity commitment and, in the course of pulling back, you'd already started talking to another buyer, or if walking away somehow breaches a confidentiality or cost-allocation clause, that specific breach can be actionable regardless of why you decided to leave the deal itself. The reason for walking away matters far less than whether you've also violated something the LOI specifically made binding.
Before assuming cold feet gives you a completely clean exit, check what else your LOI committed you to beyond the deal terms. A Treadstone business lawyer can confirm you're not inadvertently breaching a binding clause on your way out.
Key takeaways
- You generally don't need a specific justified reason to walk from non-binding deal terms.
- Cold feet isn't a legal category — the deal terms simply weren't binding to begin with.
- Any binding clause, like exclusivity or confidentiality, still applies regardless of your reason for leaving.
- Confirm you're not breaching a separate binding provision on your way out of the deal.