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Buying & Selling a Business

Should I worry about vague language in an LOI coming back to bite me later?

TSL Written by the Treadstone Law team· Updated August 2026

Yes — vague language is the single most common way an LOI causes real problems later, more so than any specific clause being unfair. Ambiguity about which provisions are binding and which aren't, unclear expiry dates, and terms that mix promises with conditions without saying which is which all tend to surface as disputes exactly when a deal is under stress, not when everyone is still getting along.

The pattern that catches people out is assuming vague language will simply be interpreted the way they intended if it ever matters. In practice, when a document doesn't clearly state whether something is binding, courts look at the actual wording and how the parties behaved, which doesn't always match what either side privately assumed — meaning vague drafting can end up binding you to more than you meant, or leaving you without protection you thought you had, in either direction.

Because this risk is entirely preventable with careful drafting, it's worth treating vague language as something to fix before signing rather than something to worry about later. A Treadstone business lawyer reviewing the specific wording, clause by clause, is the practical way to catch this before it becomes a dispute.

Key takeaways

  • Vague language is the most common way an LOI causes real disputes later.
  • Ambiguity about what's binding tends to surface as a problem only once a deal is under stress.
  • Courts resolve ambiguity based on wording and conduct, not what either side privately assumed.
  • Have specific wording reviewed clause by clause before signing, not after a dispute arises.
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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