LOI's being enforceable ?
I'm putting out some feelers on this to help form an opinion on the matter and to see if it is worth going forward with litigation.

I have an LOI that I drew up for a property I was trying to buy.  It was a simple LOI with 4 main points being covered and the seller was in agreance for all of them, to the point of actually signing the LOI and giving it back.

Fast forward a month down the road and the seller is backing out, specifically do to one of the stipulations on the LOI, that he already signed.

This is in GA.  So let's hear from anybody that has experience dealing with this sort of issue.    
[{"id": "csysevd", "text": "If you want it to be enforceable, call it a purchase and sale contract, not an LOI.  LOIs can occasionally be enforced, but depends heavily on the wording of the LOI.  The general difference between a contract and an LOI is that LOIs are non-binding, so calling it an LOI adds another barrier to enforcement.\n\nI generally advise against LOIs in real estate deals.  They cloud at least as much as they clarify.", "replies": [{"id": "csysqo1", "text": "I was under the impression that they are non binding but after a quick 20 min of Googling, it doesn't sound that cut and dry.  I don't necessarily want to sue but maybe the threat of a suite that actually has some legs, can get them back to the table to cut a deal.", "replies": [{"id": "csyuy4r", "text": "It's not that cut and dry, but it's a messy area. Even with more information than would be prudent over reddit, you're still likely to get a maybe sort of answer.\n\nA LoI is much better for bargaining power within the deal, rather than outside of it.", "replies": [], "depth": 3}, {"id": "csyy113", "text": "In Texas, at least what we practice at our commercial brokerage, is an LOI is an agreement *outlining* the terms of a contract, and is not legally binding any party to actually perform. However, I've heard that this is a grey area, but you would need to consult an attorney for legal advise if you're wanting the Seller to be forced to perform or are looking for damages. With that being said, generally, I imagine you would have a *very* difficult time trying to prove this was a binding contract.\n\n\nIs there not wording in the signed LOI about it not being a binding contract? There really should be. We add \"This Letter of Intent is intended to provide a basis for preparation of a formal purchase agreement and is not, and should not be construed as a binding commitment by either party until such a time as a mutually acceptable purchase agreement is fully executed.\" in all of our LOIs\n\n\nI found this from the American Bar Association about LOIs: \nhttp://www.americanbar.org/content/dam/aba/publishing/rpte_ereport/2012/4_august/rp_meislik.authcheckdam.pdf", "replies": [], "depth": 3}, {"id": "csyz6ts", "text": "kill an hour of legal review on your LOI and get a lawyers opinion.  \n\nIts not cut and dry at all, but because \"some\" LOI's that contained very specific language were found to be binding does not mean that yours would be.", "replies": [{"id": "csz0stu", "text": "No doubt.  I wouldn't even bother if the seller didn't actually sign the damn thing.  I've never seen anyone actually sign an LOI.  So that piqued my interest about it becoming more than an LOI once it is signed.", "replies": [{"id": "csz18fc", "text": "I tell clients not to sign them, that they don't matter, and there is no reason to do so mostly to avoid this kind of issue ;p\n\nListen to the lawyers, I'm over my head in that regard, but from a sales perspective I doubt threatening legal action is the best way to fix this.  I'd assume it is non-binding and try to work through whatever problem you have in regards to the 1 term that is causing an issue.", "replies": [], "depth": 5}, {"id": "csz484m", "text": "A signature on an LOI is more to protect the broker. So if the client comes back and says, \"Hey this wasn't what I wanted in the deal\" you can pull out the LOI and say well you signed it here. ", "replies": [{"id": "csz5g32", "text": "well thanks for making me rethink that entire spiel", "replies": [{"id": "csz83bw", "text": "Haha, I typically do it just to protect myself a bit more, I wouldn't hold up a deal for it though.", "replies": [], "depth": 7}], "depth": 6}], "depth": 5}], "depth": 4}], "depth": 3}], "depth": 2}, {"id": "csytje4", "text": "Yeah, LOI's are obnoxious because everyone gets into the enforceability argument.  They're supposed to setup the contract but everyone always gets into new arguments anyway so why bother.  Just go straight to contract.\n\n/not your atty", "replies": [{"id": "csyz1y3", "text": "Well yeah but you are an attorney.  \n\nNo one wants to spend thousands of dollars fighting over legal definitions and clauses when the base terms aren't agreed to yet.  \n\nIMO (which is a non legal one), keep it simple, put the base important terms in, and as soon as that is agreed to go to PC ASAP.  The intention is for it not to be binding, but assume it is, so don't put anything in an LOI you don't want to agree to.", "replies": [], "depth": 3}, {"id": "csyzrub", "text": "Not to mention you basically make commercial leasing impossible with that method of thought.  \n\nSounds great if you have unlimited attorney time available to you.  But unrealistic IMO", "replies": [{"id": "csz0o7y", "text": "I agree 100%.  As an investor, having to write up anywhere from 0-10 contracts a week instead of LOI's, would be completely unrealistic.  Not to mention, possibly binding me to something I don't want to be binded to.   I say \"Let's get on the same page before we start running the till up for an attorney.\" ", "replies": [{"id": "csz15ps", "text": "I had a contract submitted this week for a client and kicked our counter back on an LOI.  I get you 100%.  If I told all my clients they had to burn thousands on an attorney just to counter or submit offers I'd not have clients.  I'm not saying anyone should negotiate in bad faith, but when things get slightly interesting they get expensive law wise.  That is fine if everyone is on the same page.  If you want to propose something interesting it is going on an LOI 99% of the time.\n\nIf you want to submit something for a straight forward \"I want to buy this office property with sba financing\" type thing then yeah thats not hard to negotiate on a contract.  \n\nI think I know what deal you are talking about.  You'd be 10k+ into attorney fees on that before you shook hands if you did it all on contracts.\n\nWhy the hell don't you have a contract by now though?  I thought that was tied up", "replies": [{"id": "csz1prq", "text": "It's not the deal you're thinking about ...... that one is under wraps !!! ; )   This is on an office building.  ", "replies": [], "depth": 6}], "depth": 5}], "depth": 4}], "depth": 3}], "depth": 2}], "depth": 1}, {"id": "csz2yzn", "text": "LOI's are no non-binding. That's the entire point of an LOI. They're meant to express interest and negotiate the terms that will then go into the Purchase and Sales Agreement. You can always try and litigate but will likely just waste the money. ", "replies": [{"id": "ct0xbwv", "text": "LOIs are generally *supposed* to be non-binding -- but that doesn't always turn out to be true.", "replies": [], "depth": 2}], "depth": 1}, {"id": "csz43wy", "text": "See [Office Max, Inc. V. Sapp](http://law.justia.com/cases/federal/district-courts/FSupp2/132/1079/2457392/)\n\nSpecifically:\n&gt;Georgia law recognizes no cause of action due to promissory estoppel regarding any contracts terminable at will.\n\nedit: TL;DR\nOffice Max sends Landowner an LOI with No-Shop clause. Landowner enters into negotiation with *Staples* after LOI is signed (Landowner continued shopping). Office Max sues. Judge finds defendant not guilty because LOI's are Terminable at Will.", "replies": [{"id": "cszbkyw", "text": "That must be why the exclusive negotiation clause in recent LOI's I have received had language stating that that was the only terms of the LOI that was contractually binding.", "replies": [], "depth": 2}], "depth": 1}, {"id": "ct1a4mk", "text": "Letters of Intent aren't binding contracts.", "replies": [{"id": "ct1b03s", "text": "Except on the rare occasion when they are.", "replies": [], "depth": 2}], "depth": 1}, {"id": "ct225t9", "text": "LOIs are generally (though not always) a completely non-binding framework to agree on the business terms before paying an attorney to draft a formal contract which will be more detailed. This is true whether they are signed or unsigned. However, usually an LOI will contain language EXPLICITLY stating that the document is completely non-binding.\n\n*not your attorney. consult an attorney", "replies": [], "depth": 1}]