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LLEAP 3 - Transactions - Research

Researching provisions of a Letter of Intent : Places to Start

Materials given you - ALWAYS START HERE FIRST

 

Bloomberg

  • Transaction Intelligence Center
    • Practical Guidance Library
      • Under Mergers & Acquisitions: Private Asset Purchase
        • Description - Letters of Intent AND
        • Checklist - M&A Due Diligence

LexisAdvance

  • Lexis Practice Advisor  [How do you know if you are searching in Lexis Practice Advisor - in the upper left hand corner your should see "Practice Advisor']
    • Content Type
      • Secondary Materials
        • Search for "letter of intent"

Westlaw Edge

  • Staring in Practical Law [How do you know if you are searching in Practical Law - in the upper left hand corner your should see "PRACTICAL LAW']
    • Start with JURISDICTION - Ohio
      • Search for "letter of intent"

 

RESEARCH NOTES:

  • Take notes about any law or secondary sources cited - remember to include in your notes the citation of any law or other source.

 

Researching provisions of a Letter of Intent: This can lead you to That

From a secondary source to an article:

Charles R. Schaefer, Letters of Intent: To Do or Not to Do, in Legal Basics for Small Business, 2013 ed. (2013).

To a secondary source:

Using Westlaw Edge - Content types - Secondary Sources and taking terms from this sentence " [t]he usual binding provisions concern the preservation of confidentiality, exclusivity of negotiations, expense allocation and due diligence procedures." searching for ["letter of intent" AND (confidentiality "exclusivity of negotiations" "expense allocation")]." -- find "The Structure and Use of Letters of Intent as Prenegotiation Contracts for Prospective Real Estate Transaction, 38 Real Prop. Prob. & Tr. J. 99 (2003)"

 

From a case not in your jurisdiction:

Feldman v. Allegheny Intern., 850 F.2d 1217 (1988).

To another case:

Reading the case find "Of course, the parties are entitled to shape the letter of intent as they please to fit their need. Schek v. Chicago Transit Authority, 42 Ill.2d 362, 247 N.E.2d 886 (1969); A.A. Conte, Inc. v. Campbell–Lowrie–Lautermilch Corp., 132 Ill.App.3d 325, 87 Ill.Dec. 429, 477 N.E.2d 30 (1st Dist.1985)."

To a secondary source:

Using Westlaw Edge, if you look at the Citing References / Secondary Sources - use the search within results filter for ["letter of intent"] - find "§ 294:29. Open issues or conditions."

 

Searching for cases in your jurisdiction:

Since "letter of intent" is not a legal term, we are looking for cases that discuss a fact.

Using Westlaw Edge, choose State Materials, Ohio, All Ohio State Cases, search for [atleast3("letter of intent")] then filer your search by Practice Area - such as  Real Property - find 70 plus case - to quickly skim..

NOTE: Even if the letter of intent is not involved in the legal issue, consider what is being discussed to determine if it suggests you add or not add a provision in the letter of intent you will be drafting. 

NOTE: This research is not about finding law but rather, see how individuals have used letters of intent. The bonus will be if some of the cases deal with issues involving the binding or non-binding language of the letter of intent.

Researching provisions of a Letter of Intent: One Last Set of Searches

Final searches*

  • Broad search "letter of intent" -- quick skim
    • narrow search with specific terms
      • RESEARCH NOTE: On Westlaw Edge and Lexis Advance you can search for a term within results

 

* Hat tip: Jennifer Cupar

Researching Letters of Intent: Forms and Examples

Bloomberg

  • Transaction Intelligence Center
    • Practical Guidance Library
      • Private Asset Purchase
        • Form - Letter of Intent (Private Asset Purchase)

LexisAdvance

  • Lexis Practice Advisor  [How do you know if you are searching in Lexis Practice Advisor - in the upper left hand corner your should see "Practice Advisor']
    • Content Type
      • Forms
        • Search for "letter of intent"

Westlaw Edge

  • Staring in Practical Law [How do you know if you are searching in Practical Law - in the upper left hand corner your should see "PRACTICAL LAW']
    • Start with RESOURCE TYPE - Standard Documents
      • Search for "letter of intent"