Jurisdiction(s):
United Kingdom

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Key definition

Letter of intent definition

What does Letter of intent mean? A letter of intent is a short-form document used to record the principal commercial terms the parties intend to pursue before drafting and executing a full contract. It is common in M&A, real estate, joint ventures and construction (particularly to permit early works). Also called heads of terms/heads of agreement, memorandum of understanding, term sheet or (less commonly) a pre‑contract protocol. This is a descriptive expression, not defined in legislation. Across England & Wales, Scotland, Northern Ireland and Ireland, legal effect depends on wording, intention and conduct. Marking the document “subject to contract” usually indicates that the...

Contractor-friendly construction letter of intent: authority for pre-contract activities; capped payments; IP licence; insurance; termination and liability cap; adjudication; governed by England and Wales law

Published by a LexisNexis Construction expert

Precedents

From: [ insert name of Employer (the ‘Employer’) ]

To: [ insert name of Contractor (the ‘Contractor’) ]

Date: [ insert date ]

Dear [ insert name of Contractor ]

[ insert full project name and/or description/location of the works ] (the ‘Works’)

1 We acknowledge receipt of your tender ([ insert reference ]) dated [ insert date ], together with [ insert details of any follow-up correspondence and any other particular documents setting out details relating to the Works ].

2 We are pleased to advise you that, provided the terms are settled between us, we intend to take up your offer (as set out in the materials mentioned in paragraph 1 above) and form a Contract with you for the execution of the Works.

3 It is proposed that the contract form will be founded on [ insert form of proposed contract ], modified by a schedule of amendments and annexures duly enclosed with this letter (together the ‘Contract’)...

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Web page updated on 22/05/2026

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