Real Estate Letter of Intent Template (Free PDF + Example)

A real estate letter of intent template lets you put your price and terms in front of a seller before anyone pays a lawyer to draft a contract. Below are four free, fillable PDF versions: residential, commercial and multifamily, off-market, and land. Pick the one that fits your deal, type into the fields, and you can send it today.

I send more letters of intent than purchase agreements. Most sellers never sign them, and that’s how it should work. An LOI tells you in a day or two whether a seller will even talk about your number.

Real Estate Letter of Intent Templates (Free Fillable PDF Download)

Each template below is a free, fillable PDF. You click into the boxes, type, check the options that apply, save it, and send it. Here’s how to pick the right one:

Template	Best for	What’s different
Residential	1 to 4 units, single-family rentals	Short, simple contingencies
Commercial and multifamily	5+ units, retail, office, industrial	Rent roll, T-12, hard money dates
Off-market	Owners who never listed	Plain English, cover letter
Land	Lots and acreage	Survey, zoning, utilities checklist

One thing before you download. These templates are general examples, not legal advice. Real estate rules change from state to state, and UndervaluedX isn’t a law firm, so have a real estate attorney in your state look over your letter before you send or sign it.

Each PDF ends with an instructions page. Leave that page out when you print or send the letter.

Letter of Intent to Purchase Real Estate

This is the one I use most. It fits single-family rentals, duplexes, and small multifamily up to four units. It covers price, earnest money, financing, due diligence, title, closing, assignment, and the few clauses that bind both sides.

If you’d rather copy the text into your own document, here’s the full template:

LETTER OF INTENT TO PURCHASE REAL ESTATE

Date: ____________ To (Seller): ______________________________

Seller mailing address: ______________________________________________

From (Buyer): ______________________ Buyer phone: ______________ Buyer email: ______________________

This Letter of Intent (the “LOI”) sets out the main terms on which the Buyer proposes to buy the Property from the Seller. It is a starting point for a written purchase agreement. Except for the Binding Provisions in Section 13, this LOI is not a contract and does not obligate either party to buy or sell.

1. Parties. If the Buyer or Seller is a company or trust, enter its full legal name exactly as it will appear on the purchase agreement and deed. Buyer legal name: ______________________ Entity type (LLC, individual, etc.): ______________ Seller name(s) as shown on the deed: ______________________________

2. Property. The Property includes the land, all buildings and improvements, and the fixtures attached to them. Street address: ______________________ City: ______________ State: ______ ZIP: ________ County: ______________ Parcel / APN: ______________ Property type: ______________ Number of units: ______ Personal property included (appliances, furniture, equipment): ______________________________

3. Purchase Price. The Buyer proposes to pay a Purchase Price of $______________ (______________________________ dollars), payable at closing as described in Section 5.

4. Earnest Money. The Buyer will deposit Earnest Money of $____________ with the Escrow Agent, ______________________, within ______ business days after both parties sign the purchase agreement. The Earnest Money is fully refundable to the Buyer until the Due Diligence Period ends. The Earnest Money is credited toward the Purchase Price at closing.

5. Financing. The Buyer will pay the Purchase Price with: ☐ Cash ☐ Conventional loan ☐ Hard money or private loan ☐ Seller financing ☐ Other: ______________ Loan amount: $____________ Financing contingency: ______ days. If the Buyer is using a loan, the purchase agreement will let the Buyer cancel and recover the Earnest Money if the Buyer cannot obtain the loan within the financing contingency period.

6. Due Diligence and Inspections. During the Due Diligence Period, the Buyer and its inspectors, lenders, appraisers, and contractors may enter the Property with reasonable notice. The Buyer may end the transaction for any reason before the Due Diligence Period ends and receive a full refund of the Earnest Money. Due Diligence Period: ______ days after the purchase agreement is signed. Within ______ days, the Seller will provide: ☐ Current leases ☐ Rent roll and security deposits ☐ Utility bills (12 months) ☐ Repair and permit records ☐ Seller’s disclosure

7. Title. The Seller will convey good and marketable title by general warranty deed, or the deed customary in the state where the Property is located, free of liens and encumbrances except those the Buyer approves in writing. Any mortgage, lien, or unpaid tax will be paid from the Seller’s proceeds at closing. Owner’s title insurance policy paid by: ☐ Buyer ☐ Seller ☐ Split equally

8. Closing. Closing will take place on or before ______________ (the Closing Date) through ______________________ (the Closing Agent).

9. Closing Costs and Prorations. Property taxes, rents, utilities, and security deposits will be prorated as of the Closing Date. Unless stated otherwise below, each party pays the closing costs customarily paid by a buyer or seller in the county where the Property is located. Other closing cost terms: ______________________________

10. Condition and Occupancy. The Property is sold: ☐ As-is ☐ With the repairs listed below. At closing the Property will be: ☐ Vacant ☐ Occupied by tenants under existing leases ☐ Occupied by Seller under a leaseback. Repairs, leaseback, or move-out terms: ______________________________

11. Assignment. The Buyer may assign its rights under this LOI and the purchase agreement only as checked below. An assignment does not change the Purchase Price or any term owed to the Seller, and the Buyer will notify the Seller in writing before closing. ☐ Allowed to any party (“Buyer and/or assigns”) ☐ Only to an entity the Buyer controls ☐ Not allowed

12. Purchase Agreement. If the Seller signs this LOI, the party checked below will prepare a purchase agreement reflecting these terms within ______ days. The signed purchase agreement will replace this LOI in full. Prepared by: ☐ Buyer or Buyer’s attorney ☐ Seller or Seller’s attorney ☐ Title company

13. Binding Provisions. Unlike the rest of this LOI, the following provisions are binding on both parties once both have signed: (a) Confidentiality. Neither party will share the terms of this LOI, or any documents exchanged under it, with anyone other than its attorneys, accountants, lenders, investors, partners, and family members, except as required by law. (b) Exclusivity. For ______ days after the Seller signs, the Seller will not market the Property, solicit or accept offers, or negotiate with any other buyer. (c) Access. The Buyer is responsible for any damage caused by its inspections and will restore the Property to its prior condition. (d) Governing law. This LOI is governed by the laws of the state where the Property is located.

14. Non-Binding Nature of This LOI. Except for the Binding Provisions listed above, this LOI only describes the terms the parties intend to negotiate. It is not an offer that can be accepted to form a contract, and neither party is obligated to buy or sell the Property unless and until both parties sign a written purchase agreement. Either party may end negotiations at any time before then, for any reason, without liability. Emails, calls, partial performance, or statements that the parties “have a deal” do not create a binding agreement.

15. Expiration. This LOI expires automatically if the Seller has not signed and returned it by ______________ at ________ (time zone: ________).

16. Additional Terms. ______________________________________________

Buyer: Signature: ______________________ Printed name: ______________________ Title (if signing for a company): ______________ Date: ____________

Seller: Signature: ______________________ Printed name: ______________________ Title (if signing for a company): ______________ Date: ____________

Commercial Real Estate Letter of Intent Template

Use this version for apartment buildings with five or more units, plus retail, office, industrial, and mixed-use deals. It adds the clauses brokers expect to see: delivery of the rent roll and T-12, an initial and additional deposit, a date when the money goes hard, tenant estoppels, a title objection period, a 1031 exchange clause, and a closing extension.

Most commercial LOIs go to listing brokers, but the deals with the most room in them come from commercial real estate leads you reach before a broker does.

Off-Market Letter of Intent Template

This one goes to owners who never listed their property. Page one is a plain-English cover letter. The offer itself uses headings like “The price I’m offering” instead of legal terms, and the only binding part is an optional holding period the owner has to check.

Absentee owners who live out of state can sign the fillable PDF from their phone, which removes one more reason to put off answering.

Letter of Intent to Purchase Land

Land deals fall apart over things you can’t see from the road. This template adds a feasibility checklist (survey, perc tests, wetlands, flood zone, zoning, access, and utilities), optional entitlement contingencies, mineral and water rights, rollback taxes, and seller financing terms.

What Is a Letter of Intent in Real Estate?

A letter of intent in real estate is a short document, usually one or two pages, that lays out the main terms of a proposed purchase before the buyer and seller sign a binding contract. LOI stands for letter of intent.

It covers price, deposit, timing, and conditions. Most of it doesn’t bind anyone. Its job is to show you whether you and the seller agree on the big points before either of you spends money on attorneys, inspections, and title work.

Commercial and multifamily buyers send an LOI on almost every deal, and investors use them with owners they reach directly. You won’t see many on agent-listed houses. Listing agents expect a written offer on their state’s standard purchase form instead.

When Should You Use a Letter of Intent?

Use an LOI when the deal has enough moving parts that you want agreement on the big terms before anyone drafts a contract. I reach for one in three situations: the property is commercial or has five or more units, the terms get complicated (seller financing, a leaseback, existing tenants), or the owner never listed and wants to see the offer in writing before a contract feels comfortable.

I skip it when an owner already agrees on price and wants paper today. In that case I go straight to a for sale by owner real estate contract, because an extra document only slows down a seller who’s ready.

What Should a Real Estate Letter of Intent Include?

A real estate letter of intent should include the parties, the property, the price, the earnest money, financing, due diligence, the closing date, assignment rights, exclusivity, confidentiality, an expiration date, and a clear statement of which parts bind both sides. Here’s how I fill in each one.

Buyer, Seller, and Property Details

Use exact legal names. If you buy through an LLC, put the LLC on the buyer line, not yourself. Copy the seller’s name from the deed. Heirs and trusts often hold title under names you never hear on the phone.

Add the parcel number (APN) next to the street address. On a property with more than one parcel, it’s the only way to be sure you and the seller mean the same land.

Sellers notice the buyer line, which is one reason real estate LLC names deserve more thought than most investors give them.

Purchase Price and Earnest Money

Write one number. Not a range, not “around,” not “subject to appraisal.” A broker won’t take a soft number to a client, and an owner reads any range as its low end.

The price comes from the same math behind any offer to a motivated seller: repair costs, holding costs, your exit, and the seller’s timeline.

Earnest money is the deposit a buyer places with a title company or escrow agent to show good faith. The LOI states the amount and when it becomes non-refundable. You don’t actually deposit it until both sides sign the purchase agreement.

I size it to the seller, not to a formula. On an off-market duplex, I offered $1,000. On an eight-unit building, $10,000. A deposit that looks small next to the price tells a seller you might walk, and a seller who thinks you’ll walk keeps taking calls.

Due Diligence, Contingencies, and Closing Date

The due diligence period is the window after signing when you inspect the property, check title, and review the numbers, with the right to walk away and get your deposit back.

I ask for 30 days on multifamily. That gives me time for inspections, lease review, and the lender’s appraisal. On a vacant single-family house, about 14 days covers it. Ask for 60 days on a small deal and the seller assumes you haven’t decided whether you want it.

Then list your contingencies: inspection, financing if you’re using a loan, and clear title. Set the closing date as a fixed date or as a number of days after due diligence ends.

Assignment Clause

An assignment clause gives the buyer the right to transfer its position to someone else. On paper it usually shows up as “Buyer and/or assigns.”

Investors use it two ways. Some assign to their own LLC or a partner’s entity at closing. Wholesalers assign the contract to an end buyer and collect a fee.

If you’re wholesaling real estate, the assignment clause is the business model, not a formality.

Use the same assignment wording in your LOI that you plan to use in your wholesale real estate contract, so you don’t have to renegotiate it later.

States treat assignments differently, and the rules on whether you need a real estate license to wholesale have gotten stricter in several of them.

I tell sellers up front that I may close in a partner’s LLC or assign the contract. Their price and terms stay the same either way. Sellers who find out at the closing table feel tricked, and I’d rather lose a deal on day one than have that conversation.

Exclusivity and Confidentiality

Exclusivity, also called a no-shop clause, means the seller agrees not to market the property or negotiate with other buyers for a set number of days. Confidentiality means neither side shares the terms. These two clauses usually bind both parties even when the rest of the LOI doesn’t, so write them on purpose.

I ask for 21 to 30 days of exclusivity. Without it, you can spend $3,000 on inspections while the seller uses your number to get a better one.

Expiration Date

Every LOI needs a deadline. With a listing broker, 48 to 72 hours is normal. With an owner who never listed, I give five to seven days, because they usually want to show it to family first.

Pre-foreclosure sellers are the exception, because the auction date sets the real deadline and your expiration has to leave room before it.

Is a Letter of Intent Legally Binding?

A letter of intent is mostly not legally binding, but a few clauses inside it usually are. The way you write it, and the way you act after signing it, can also make more of it binding than you meant.

Which LOI Clauses Are Binding?

Most LOIs split into two parts: business terms that don’t bind anyone, and a short list of clauses that do. A good template says which is which in writing.

Clause	Usually binding?
Price and payment terms	No
Contingencies and closing date	No
Confidentiality	Yes
Exclusivity (no-shop)	Yes
Access and repair of damage	Yes
Governing law	Yes

None of this locks up the property. If you need that, an option contract does it, and an LOI doesn’t.

An option works as a unilateral contract: the seller has to sell if you exercise it, and you stay free to walk.

How a Non-Binding LOI Becomes Binding

Courts look at two things: whether the parties meant to be bound, and whether the letter contains the deal’s essential terms, like the property, price, deposit, financing, and closing date (Taft Law, 2023). If both are there, a judge can enforce the letter as a contract. If either one is missing, the court will likely treat it as an agreement to agree.

That’s why your non-binding statement has to say it plainly. If you leave your intent unstated, you leave a judge to guess.

Behavior counts too. Miller Nash, a West Coast law firm, describes cases where people signed a “non-binding” letter and then acted like the deal was done. In one, a party announced a deal at signing and told everyone to keep their pens as souvenirs. In another, the parties held a press conference. Courts used that behavior to find binding agreements (Miller Nash, 2005). The article is older, but courts still apply the same principle.

Spell out price, property, closing date, and both signatures with no non-binding language, and a court can read the LOI as an express contract.

My attorney gave me one rule I’ve never broken: after an LOI, never write “we have a deal” in an email or text. I write “we agree on terms for the purchase agreement” instead.

It cuts the other way too. Suing a seller for breach of contract generally depends on a signed purchase agreement, so a seller who walks away from a non-binding LOI usually leaves you with no claim.

Real Estate Letter of Intent Example

Here’s a real estate letter of intent example from an eight-unit apartment building I bought in Ohio, using the commercial template. The table shows what I wrote and why.

The seller was a landlord in his seventies who had owned the building for 31 years. No broker. He’d managed it himself the whole time and wanted out before another winter of furnace calls.

Clause	What I wrote	Why
Buyer	My LLC “and/or assigns”	A partner might take title
Price	$520,000	Rents under market, roof due soon
Earnest money	$10,000	Serious without overcommitting
Due diligence	30 days	Leases, units, appraisal
Closing	30 days after due diligence	My lender’s timeline
Exclusivity	21 days	Protected my inspection costs
Expiration	7 days	Time for his kids to read it

He countered at $575,000. We settled at $545,000 with a 60-day closing. The extra month mattered more to him than the $25,000, because he wanted to finish moving into his new place before he handed over the keys.

Notice what I left out: a long repair list and any request for seller financing. An LOI is the wrong place to win every point. I wanted agreement on price and timing, and I let the inspection report handle the rest.

How Do You Write a Letter of Intent in Real Estate?

To write a letter of intent in real estate, talk to the seller first, run your numbers, fill in a template with exact names and a firm price, add a short cover note, set an expiration date, and call within a day of sending it. Keep the format simple: a plain letter, one page if you can and two at most, with signature lines for both sides.

How to Write an LOI Step by Step

1. Talk to the seller. I run through the questions to ask motivated sellers before I type a single number, because the answers tell me which terms matter more than price.
2. Run your numbers. Work out your maximum price from repairs, rents or resale value, and holding costs, then offer below it so you have room to move.
3. Fill in the template. Use exact legal names, the APN, one firm price, and a deposit that fits the deal.
4. Decide what binds. Check the exclusivity and confidentiality terms, and keep the non-binding statement in place.
5. Write a short cover note. Two or three sentences that connect the letter to your conversation.
6. Send it and call within a day. The follow-up call uses the same motivated seller scripts as a first conversation, just shorter.

How to Send an LOI to an Off-Market Owner

An owner who never listed hasn’t seen a dozen offers, so write for that person. Use plain words, keep it to one page, put a cover letter on top, and give them a few days to respond.

I learned this the hard way. Years ago I mailed a four-page LOI to a woman who had just inherited her father’s house. She called me the next morning, upset, because she thought I was suing her. That week I cut my off-market version down to one page with a plain cover letter.

Inherited property owners need the plainest version, since many have never sold real estate before.

If the estate is still in probate, the executor may need court approval to sell, so leave room in the closing date.

Tired landlords get more of my off-market LOIs than any other seller, because they usually want the terms explained more than they want top dollar.

Some investors send LOIs cold as part of a real estate direct mail campaign. I don’t. A cold LOI reads like a lowball from a stranger. After a conversation, the same letter reads like the offer we talked about.

A few things I do on every off-market LOI:

• Send it by email and by mail, since many older owners don’t check email.
• Offer to walk them through it by phone, line by line.
• Explain that the deposit goes to a title company, not to me.
• Tell them the title company pays off any mortgage or back taxes from the sale price at closing.

How to Send an LOI to a Listing Broker

Brokers read LOIs fast and compare them side by side. Send a PDF with proof of funds or a lender letter attached, keep the expiration at 48 to 72 hours, and expect the broker to screen your LOI before the seller ever sees it. A one-line cover email does the job.

Letter of Intent vs. Purchase Agreement

A letter of intent proposes terms and mostly binds no one. A purchase agreement is the full, binding contract you sign after you and the seller settle the LOI terms.

	Letter of intent	Purchase agreement
Binding?	Mostly no	Yes
Length	1 to 2 pages	10 pages or more
Who drafts it	Usually the buyer	Attorney, agent, or title company
Earnest money	Named, not deposited	Deposited after signing

Once both sides sign the LOI, those terms move into a full real estate purchase agreement.

That agreement is a bilateral contract, so both sides now have to keep their promises.

An offer works differently from both. In a typical agent-listed home sale, the buyer’s offer is the purchase agreement, and the seller’s signature makes it binding.

Common Letter of Intent Mistakes

The most common letter of intent mistakes are a vague price, no expiration date, the wrong buyer name, a missing assignment clause, legal jargon sent to an owner, and acting like the deal is done before anyone signs a purchase agreement.

1. No expiration date. I lost a 12-acre parcel this way. My LOI had no deadline, the seller sat on it for three weeks, and the neighbor beat my price by $8,000.
2. The wrong buyer name. Early on I signed an LOI in my own name, then had to go back to the seller to swap in my LLC. It made me look like I didn’t know what I was doing, and the seller asked a lot more questions after that.
3. A vague price. “Mid-400s” isn’t an offer.
4. No assignment clause. If you leave it out and later need to close in a partner’s entity, you’re asking the seller for a favor right when they have the most leverage.
5. Legal jargon for an owner. Terms like “indemnify” and “estoppel” belong in a commercial LOI to a broker. Sent to a retired homeowner, they read like a threat.
6. Treating the LOI like a contract. Announcing the deal, telling the tenants, or starting work before the purchase agreement can turn a non-binding letter into a binding one.

What Happens After the Seller Signs an LOI?

After the seller signs an LOI, one side drafts the purchase agreement, usually within 7 to 14 days, and the exclusivity clock starts running. You and the seller review the draft, sign it, and the buyer deposits the earnest money. Due diligence starts from there.

During due diligence, a wholesaler lines up cash buyers so the assignment is ready before closing.

Once the LOI becomes a contract, real estate transaction management software keeps the due diligence and closing deadlines from slipping.

What If the Seller Counters Your LOI?

Most sellers counter, and a counter is good news because it means they’re negotiating. Answer on the points that matter to you and give up the small ones.

Silence is harder. I once had a seller go quiet for nine days after I sent an LOI. One phone call fixed it: his kids wanted to see the number before he signed anything.

Silence after an LOI usually means family or an advisor is weighing in, and a steady real estate follow-up plan gets you back into the conversation.

Final Thoughts

If you only download one real estate letter of intent template, make it the off-market version. The best deals I’ve signed came from owners nobody else was calling, and a plain one-page letter is how those conversations turn into contracts.

We list verified off-market leads so you have owners worth sending it to.

If you want sellers with a reason to move quickly, start with motivated seller leads.

References

1. Miller Nash LLP, 2005. Using Letters of Intent in Commercial Real Estate Transactions: Tool or Miscue.
2. Taft Stettinius & Hollister LLP, 2023. Letters of Intent in Commercial Real Estate Transactions: The Fine Line Between Good Intentions and Legal Obligations.