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Letter of Intent to Sell Property Template
Clearly present proposed terms for selling residential, commercial, or land property in a simple, non-binding letter.
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Letter of Intent to Sell Property Template
[Seller Name or Seller Legal Entity]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]
Phone: [Seller Phone Number]
Email: [Seller Email Address]
[Date]
[Prospective Buyer Name or Buyer Legal Entity]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]
Re: Letter of Intent to Sell Property – [Property Address or Description]
Dear [Buyer Contact Name or “Sir/Madam”],
This Letter of Intent (“LOI”) sets forth certain preliminary terms and conditions under which [Seller Legal Name] (“Seller”) is prepared to sell to [Buyer Legal Name] (“Buyer”) the property described below (the “Property”). Except as expressly stated in Section 10 (Binding and Non-Binding Provisions), this LOI is intended as a non-binding outline of key terms and a basis for preparing a formal purchase and sale agreement (the “Definitive Agreement”).
1. Parties and Property
1.1 Seller
Seller Name: [Seller Legal Name]
Entity Type (if applicable): [Individual / Corporation / LLC / Other]
Seller Address: [Seller Address]
1.2 Proposed Buyer
Buyer Name: [Buyer Legal Name]
Entity Type (if applicable): [Individual / Corporation / LLC / Other]
Buyer Address: [Buyer Address]
1.3 Property
Street Address: [Property Street Address]
City, State/Province, ZIP/Postal Code, Country: [City, State/Province, ZIP/Postal Code, Country]
Legal Description (if known): [Legal Description]
Property Type: [Residential / Commercial / Land / Mixed-Use / Other]
2. Proposed Purchase Price and Payment Terms
2.1 Proposed Purchase Price
Seller is prepared, subject to negotiation and execution of the Definitive Agreement, to sell the Property for approximately:
Proposed Purchase Price: [Currency and Amount]
2.2 Payment Terms
The Purchase Price is expected to be paid as follows:
Earnest Money Deposit: [Currency and Amount], to be deposited in escrow as described in Section 3.
Balance of Purchase Price: [Currency and Amount] payable at closing in cleared funds, subject to prorations and adjustments in the Definitive Agreement.
3. Earnest Money Deposit
3.1 Deposit and Escrow
Within [Number] business days after execution of the Definitive Agreement, Buyer will deposit the earnest money described above (the “Earnest Money”) with:
Escrow Agent / Title Company: [Name of Escrow Agent or Title Company]
Address: [Escrow Agent or Title Company Address]
3.2 Treatment of Earnest Money
The Earnest Money will be held in escrow and applied to the Purchase Price at closing or disbursed as provided in the Definitive Agreement if the transaction does not close.
4. Buyer Financing and Capacity
Buyer has indicated that the Purchase Price will be funded as follows:
Loan Amount (if applicable): [Currency and Amount or Percentage of Purchase Price]
Cash / Equity Amount: [Currency and Amount or Percentage of Purchase Price]
Any financing contingency, if agreed, will be detailed in the Definitive Agreement, including deadlines for obtaining loan approval.
5. Due Diligence and Inspections
5.1 Due Diligence Period
Subject to the terms of the Definitive Agreement, Buyer will have a due diligence period of [Number] days (the “Due Diligence Period”) beginning on the effective date of the Definitive Agreement to inspect the Property and review information.
5.2 Access to Property
During the Due Diligence Period, Seller will provide Buyer and Buyer’s inspectors, appraisers, surveyors, engineers, and advisors with reasonable access to the Property at reasonable times upon prior notice, subject to occupant rights and safety requirements.
5.3 Documents and Information
Within [Number] days after the effective date of the Definitive Agreement, Seller will provide Buyer, to the extent available, with copies of:
Current title report or policy;
Existing survey or site plan;
Leases and rent rolls (if income-producing);
Service and maintenance contracts;
Recent real estate tax bills and assessments;
Operating statements (for commercial property);
Existing environmental or structural reports (if any).
6. Contingencies
Buyer’s obligation to close will be subject to customary contingencies described more fully in the Definitive Agreement, which may include:
Buyer’s satisfaction with physical inspections of the Property;
Buyer’s approval of title and any survey;
Buyer’s satisfaction with environmental conditions (if applicable);
Buyer’s ability to obtain financing (if a financing contingency is agreed);
Buyer’s review and approval of existing leases and income information (for income-producing property).
7. Closing and Possession
7.1 Target Closing Date
Subject to satisfaction or waiver of the contingencies, closing of the sale (the “Closing”) is expected to occur on or about:
Target Closing Date: [Target Closing Date]
7.2 Location and Method of Closing
Closing may occur at the offices of the Escrow Agent, at a closing attorney’s office, or by mail or electronic exchange of documents, as agreed by the parties.
7.3 Possession
Seller anticipates delivering possession of the Property to Buyer on:
Possession Date: [Same as Closing Date / Other Date]
Condition at Possession: [Vacant and broom-clean / Subject to existing leases / As described in Definitive Agreement]
8. Closing Costs, Taxes, and Prorations
The parties expect that closing costs will be allocated substantially as follows (subject to local custom and the Definitive Agreement):
Seller to pay: [Transfer taxes, Seller’s share of escrow/attorney fees, broker commissions, other Seller costs].
Buyer to pay: [Recording fees, Buyer’s share of escrow/attorney fees, title policy premiums as applicable, lender fees].
Real estate taxes, rents, association dues, and utilities are expected to be prorated as of the Closing Date according to the Definitive Agreement.
9. Brokers and Confidentiality
9.1 Brokers
Seller is represented by: [Seller’s Broker or “None”]
Buyer is represented by: [Buyer’s Broker or “None”]
Responsibility for any broker or agent commissions will be addressed in the Definitive Agreement or in separate brokerage agreements.
9.2 Confidentiality
Buyer and Seller agree to keep the terms of this LOI and any non-public information exchanged regarding the Property confidential, except as required by law or as necessary to share with internal decision-makers, lenders, or professional advisors who are subject to confidentiality obligations.
10. Binding and Non-Binding Provisions
10.1 Non-Binding Terms
Except as expressly stated in Section 10.2, this LOI is intended as a non-binding expression of Seller’s willingness to negotiate and does not create a legal obligation for either party to buy or sell the Property, to enter into the Definitive Agreement, or to complete the transaction. Either party may discontinue negotiations at any time, subject to the Binding Provisions.
10.2 Binding Provisions
The parties intend that the following provisions will be legally binding once this LOI is signed and delivered by both Seller and Buyer:
The confidentiality obligations in Section 9.2.
Any exclusivity or “no-shop” terms expressly agreed in this Section 10.2.
The governing law and dispute resolution provisions in Section 11.
This Section 10.2 itself.
[Optional Exclusivity: “For a period of [Number] days from the date of Buyer’s signature below (the ‘Exclusivity Period’), Seller will not enter into a binding agreement to sell the Property to any other party.”]
All other terms in this LOI are non-binding and may be modified, supplemented, or omitted in the Definitive Agreement.
11. Governing Law and Dispute Resolution
Governing Law: [State/Province, Country]
Any dispute arising out of the Binding Provisions of this LOI will be resolved in:
Dispute Resolution Forum: [Court or Arbitration Forum and Location]
12. Expiration
If this LOI is not signed by both Seller and Buyer on or before:
Expiration Date: [Expiration Date]
it will expire and have no further effect unless extended in writing by both parties.
13. Signatures
If the general terms of this LOI are acceptable as a basis for preparing the Definitive Agreement, please sign below to indicate your agreement to the Binding Provisions in Sections 9, 10, and 11 and your agreement in principle to the non-binding business terms described above.
Seller
[Seller Legal Name]
By: _______________________________
Name: [Authorized Signatory Name]
Title (if applicable): [Title]
Date: [Date]
Buyer
[Buyer Legal Name]
By: _______________________________
Name: [Authorized Signatory Name]
Title (if applicable): [Title]
Date: [Date]
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Learn more about
Letter of Intent to Sell Property Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
LETTER OF INTENT TO SELL PROPERTY TEMPLATE FAQ
What is a Letter of Intent to Sell Property?
A Letter of Intent to Sell Property is a document a property owner uses to outline the main terms on which they are willing to sell a property. It summarizes price, timing, key conditions, and the process for moving toward a full purchase and sale agreement.
When would a seller use this type of letter?
A seller might use this letter to respond to buyer interest, open negotiations with multiple prospects, or confirm in writing the basic sale terms they are prepared to accept before investing in detailed legal documents and due diligence.
Is a Letter of Intent to Sell Property legally binding?
Most letters of intent are partly non-binding and partly binding. Business terms like price and timing are often non-binding, while limited sections — such as confidentiality or a short exclusivity period — may be written to be binding. The letter should clearly state which provisions are binding and which are not.
What should a Letter of Intent to Sell Property include?
It should identify the seller and proposed buyer, describe the property, state the suggested purchase price and deposit, outline due diligence and contingencies, set an expected closing date, and explain which parts of the letter are binding versus non-binding.
Does this letter replace a purchase and sale agreement?
No. This Letter of Intent is usually only a preliminary outline. The detailed rights and obligations of buyer and seller are set out later in a formal purchase and sale agreement drafted and signed after the main terms are agreed in principle.
Can AI Lawyer help me customize this Letter of Intent to Sell Property template?
Yes. AI Lawyer can help you adapt this Letter of Intent to Sell Property template by adjusting pricing, timelines, contingencies, and binding language so the letter matches your specific transaction while staying clear and easy to understand.
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