It is common to see Texas business owners sign short letters of intent with the understanding that a more detailed contract will be drafted and signed by the parties on a later date. We are sometimes asked by clients whether their letter of intent is a binding contract under Texas law. The short answer is sometimes yes and sometimes no. That’s not lawyer-speak. It’s just a fact that some letters of intent can be enforced in a Texas court and some cannot.
A recent opinion by the Houston First Court of Appeals does a great job of explaining when a letter of intent can be binding on the parties. In Jetall Companies, Inc. et al v. Jefferson Smith LLC, et al, the Court explained that a letter of intent can be a binding contract if there was a meeting of the minds and all the essential terms of the deal are agreed to in the letter of intent. As the Court notes, Texas law permits parties to put off to a later date the negotiation of non-essential contract terms. However, all the essential terms must be agreed to in the letter of intent or it is not enforceable in the courts.
For an insight into the way a Texas court will analyze the enforceability of a letter of intent, take a look at the Jetall opinion below:
The LaGarde Law Firm has represented individuals, small business owners, and even Fortune 500 companies in breach of contract lawsuits and business disputes. We often agree to represent clients on a contingent fee basis. For an explanation of how a contingent attorney’s fee agreement works and how it can save a business money, click here.
LaGarde Law Firm represents individuals and businesses in lawsuits, mediations, and arbitration proceedings in Texas, Florida, and Louisiana. Many of our clients have relied on our contingent fee arrangement to afford the costs of litigation. If you need to enforce your rights through a lawsuit, mediation, or arbitration and have suffered a substantial loss, call us for a free consultation, Call today, toll free, at 1-866-LAGARDE ( (866) 524-2733), or if you prefer, fill out the form on our CONTACT US page.