Explain a Letter of Intent Without Giving Legal Advice

A letter of intent often arrives before a full lease and gathers business points for a proposed space. A client often sees a short document and expects a quick answer about every consequence. A commercial broker serves the client best by organizing the proposal, recording who supplied each point, and keeping property questions separate from legal interpretation. Legal effect belongs with the client’s attorney. A broker does not describe a document as binding, nonbinding, enforceable, or risk free.

Start with the business purpose. Ask the client what result the proposal should seek. A client might seek a specific suite, a start date, signage, access before occupancy, a proposed rent amount, or an improvement request. Write each request in separate language. A request is not an accepted term. This distinction prevents an informal conversation from becoming a false promise during later discussions. The broker also records the date by which the owner side asked for a proposal and the delivery method requested.

Use a status record from the first call. Give each item a source and one of three labels: client request, owner indication, or written proposal term. A client request describes what the client seeks. An owner indication records information received from the owner side. A written proposal term identifies words present in a document. These labels show a client which items need an owner response and which items still need internal discussion. They also reduce confusion after a tour, when several people remember a casual remark differently.

In this fictional situation, Paul is considering a suite for a small office. He asks broker Suki, “If I sign today, am I locked in? Are you promising the owner will hold the suite?” Suki replies, “I will walk through the business points and the process for delivering a proposal. Your attorney advises on legal effect. I do not promise owner acceptance or reservation of the suite before an owner decision.” Paul receives a direct path for his next conversation without a claim about the document.

Suki then asks questions with practical value. “Which suite are you proposing? What term supports your planning? When would access matter to your business? Which requests matter most if the owner does not accept every item?” Paul says suite location, signage, and early access matter most. Suki writes each item separately. She records “client request: exterior signage awaiting owner response,” rather than “signage included.” The status language stays accurate even when Paul feels strongly about a request.

Priority helps a client make decisions after an owner response. Paul wants the suite, a delivery date, signage, early access, an improvement request, and future renewal language. Suki asks him to rank the items by business importance. Paul places suite location first and delivery timing second. He places signage next and early access below signage. This order does not force a concession. The order helps Paul see which questions deserve early attention if the owner responds to only part of the proposal.

Dates need the same precision as proposal terms. An owner representative tells Suki delivery is requested by Thursday at noon. Suki records the date, time, speaker, and requested delivery method. She does not say the suite will disappear at noon or predict an extension. She tells Paul, “The owner representative requested delivery by Thursday at noon. If you want attorney review before delivery, contact your attorney early enough for your own review.” Paul then decides whether he wants more time, a different proposal, or no proposal.

Client language often contains an assumption needing a source. Paul says, “The owner said we would receive early access.” Suki asks where Paul heard the statement, when the conversation occurred, and whether written material exists. Paul recalls a tour conversation with a property manager. Suki labels early access as an owner indication. She follows up with the owner side: “Please confirm whether early access is available for discussion and share any property timing or scope details you want included.” The request gathers operational information without defining legal rights.

When Paul asks Suki to explain a clause, she stays with property and process context. He asks, “Does this give me a right to renew?” Suki says, “Your attorney should advise on agreement meaning. From the property side, I will identify the proposed term and ask whether the owner side views renewal language as part of present discussions.” She does not translate legal wording or forecast a later result. Paul leaves with a question for his attorney and a separate question for the owner side.

Suki also checks a revised position before sending a message. Suppose Paul says, “Tell them I will accept their number if they agree to signage.” Suki asks whether Paul wants a revised business proposal and repeats the exact request in plain words. Her message does not state “Paul agrees” when Paul wants further discussion. A rushed phone call should not create a stronger position than Paul intended. A written confirmation of his current proposal gives him a chance to notice a missing condition or an inaccurate amount before delivery.

After an owner response, Suki creates a comparison record. One side lists Paul’s original requests. The other side lists the owner response, its source, and its date. A blank space marks unanswered items. The record does not declare a winner or state whether a response changes obligations. Paul uses the record to see where business requests align and where he needs a decision or advice. He sends the relevant draft and response to his attorney before treating any document as final.

Use a fictional practice situation to test the record. Give Paul a proposed suite, an owner requested response date of August 14 at 3 in the afternoon, and two open items: signage and early access. During a tour, an owner representative says early access should be workable, without written follow up. Suki labels the suite and response date with their sources. She records signage as a client request and early access as an owner indication awaiting confirmation. Paul wants to sign quickly because he fears another party wants the suite.

At 10 in the morning on August 13, Suki asks Paul to rank the open items and sends the owner side a written question about early access details. Paul places the suite first, early access second, and signage third. He sends the draft to his attorney, adds the written owner response to his comparison record, and chooses which proposal to deliver before the August 14 deadline.