Contracts
Dec. 1, 2023
The trap of being bound to a letter of intent
The Tiffany decision is an extreme example of a Court “strain[ing] to implement. . .[ parties] intent” to form a contract (citing to 1 Williston on Contracts 4th ed. 2023 supp section 4:30). Here the Court strained to supply missing essential terms by admitting parol evidence even though the stated terms were not ambiguous.
Tiffany Builders v Delrahim Court (11/28/2023) WL 8229908 (certified for publication but not yet final), has made it critical that all negotiations for a contract which are (1) reduced to a writing, and (2) signed by the parties contain an express provision like:
“This document is a letter of intent, a preliminary negotiation, which lacks material terms, not yet agreed upon by the parties, for a contract which will be binding (a) when and ...
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