offer.’ ” Id. at 270 (quoting Restatement (Second) of Contracts § 30). “An agreement to agree to enter into a contract is of no effect unless all of the terms and conditions of the contract are agreed on and nothing is left to future negotiations.” Scott v. Grinnell Mut. Reinsurance Co., 653 N.W.2d 556, 562 (Iowa 2002) (internal quotation omitted). A LOI is defined as “[a] written statement detailing the preliminary understanding of parties who plan to enter into a contract or some other agreement; a noncommittal writing preliminary to a contract.” Black’s Law Dictionary 916 (7th ed. 1999). The Iowa Court of Appeals has held that a LOI does not constitute a contract as a matter of law. Crowe-Thomas Consulting Group, Inc. v. Fresh Pak Candy Co., 494 N.W.2d 442, 444-45 (Iowa Ct.App.1992) (<HOLDING>). The parties do not dispute that Andersen and
holding no enforceable contract where letter specified it was a letter of interest only and is subject to the negotiation and execution of a definitive agreement  holding that where the parties fail to reach an agreement as to the character nature or type of release to be used an essential element of the agreement is not established holding that a valid contract requires acceptance of an offer holding that an employment at will agreement is an enforceable contract until terminated by either party holding that a loi that is subject to the negotiation and execution of a definitive agreement was nothing more than an invitation to attempt to reach an agreement of sale and not an enforceable contract based on offer and acceptance