M&A Glossary


Having no legal or binding force.


Non-binding is normally used in the context of a non-binding letter of intent (LOI). Technically some clauses in the LOI are binding, such as a clause regarding confidentiality; however, other clauses, such as those relating to purchase price, are intended to be non-binding. Some letters of intent include the binding and non-binding clauses in separate sections so there is no doubt as to which clauses are binding. Note that some courts, however, have interpreted a letter of intent to be binding, even though the parties intended it not to be so.

Related Resources

M&A Basics | The Letter of Intent

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