From Signed LOI to Signed Contract: Why Time Kills Deal
A signed LOI feels like a win, but it is really just permission to keep negotiating. A lot of deals fall apart between the LOI and the signed purchase contract: sellers get cold feet, attorneys rewrite terms, and weeks go by while nobody returns a call. In this episode, we walk through how we get from a handshake on paper to a signed purchase agreement, and how we keep the deal alive in between. We cover: Do you even need an LOI? When it is worth the step and when it just adds weeks. Sometimes, especially with mom-and-pop sellers who just want to know what you will pay and when you will close, it makes sense to skip it and go straight to a purchase agreement. What belongs in the LOI: Price, terms, due diligence period, closing timeline, earnest money, and seller financing structure. Leave the rest for the contract so you are not negotiating everything twice. What to push back on: Length of due diligence, when earnest money goes hard, access to rent rolls, P&Ls and utility bills, seller-finance terms, and reps and warranties on infrastructure like water, sewer, and septic. What you can give on: Closing date flexibility, a larger deposit, letting the seller stay involved through a transition, and small price moves that buy you better terms. Know which concessions cost you little but mean a lot to the seller. Calls vs. emails: Pick up the phone for anything that matters. Use email to confirm what you already agreed to on a call, not to negotiate. Tone gets lost in text, and small issues turn into standoffs. The in-person visit: Walking the park with the owner builds trust that no document can. It is often where the real story comes out: deferred maintenance, why they are selling, and what they care about most. Managing the attorneys: Settle the business points between the principals before the lawyers see the draft, so a simple deal does not turn into a 40-page fight. Time kills deals: Set deadlines, follow up on a schedule, get the draft contract out within days instead of weeks, and keep things moving when the seller goes quiet. If you have ever had a done deal disappear before the contract was signed, this one is for you. This episode is for general education and is not legal or financial advice. Work with your own attorney and advisors on any specific transaction. Visit treesidecapital.com for more information.