## Letter of Intent to Purchase Commercial Property

**[Date]**

**[Seller Name]**

**[Seller Address]**

**[Seller Contact Information]**

**RE: Letter of Intent to Purchase Commercial Property**

Dear [Seller Name],

This letter constitutes a non-binding Letter of Intent ("LOI") from XYZ Company ("Buyer") to purchase the commercial property located at [Property Address] ("Property"). This LOI outlines the key terms and conditions that the Buyer and Seller ("Parties") have agreed upon, subject to the completion of due diligence and the negotiation of a definitive purchase agreement.

**1. Property**

The Property consists of [Property Description], including [Property Features].

**2. Purchase Price**

The Buyer proposes to purchase the Property for a total purchase price of [Purchase Price] (KES).

**3. Closing Date**

The Parties aim to close the transaction on or before [Closing Date].

**4. Earnest Money Deposit**

The Buyer will deposit [Earnest Money Deposit] (KES) as earnest money upon the execution of this LOI. This deposit will be applied towards the purchase price at closing.

**5. Due Diligence**

The Buyer will have [Due Diligence Period] to conduct due diligence on the Property. This period will allow the Buyer to review the Property's title, environmental reports, and other relevant documents.

**6. Purchase Agreement**

The Parties agree to negotiate a definitive purchase agreement ("Purchase Agreement") that will incorporate the terms and conditions outlined in this LOI. The Purchase Agreement will be subject to the Buyer's satisfactory completion of due diligence.

**7. Representations and Warranties**

The Seller represents and warrants that:

* The Seller has the full right, power, and authority to sell the Property.
* The Property is free and clear of any liens or encumbrances, except as disclosed in writing to the Buyer.
* The Property is in compliance with all applicable laws and regulations.

**8. Conditions Precedent**

The Buyer's obligation to purchase the Property is subject to the satisfaction of the following conditions precedent:

* The Buyer's satisfactory completion of due diligence.
* The Buyer's obtaining financing, if applicable.
* The Buyer's obtaining any necessary permits or approvals.

**9. Termination**

This LOI may be terminated by either Party for any reason, with or without cause, upon [Notice Period] written notice to the other Party.

**10. Governing Law**

This LOI will be governed by and construed in accordance with the laws of the Republic of Kenya.

**11. Entire Agreement**

This LOI constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**12. Amendments**

This LOI may only be amended by a written instrument signed by both Parties.

**13. Waiver**

No waiver of any provision of this LOI will be effective unless in writing and signed by the Party against whom the waiver is sought.

**14. Severability**

If any provision of this LOI is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.

**15. Notices**

All notices and other communications hereunder will be in writing and will be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Buyer:

**XYZ Company**

**[Buyer Address]**

**[Buyer Contact Information]**

If to the Seller:

**[Seller Name]**

**[Seller Address]**

**[Seller Contact Information]**

**16. Binding Effect**

This LOI will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

**17. Counterparts**

This LOI may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

**IN WITNESS WHEREOF, the Parties have executed this LOI as of the date first written above.**

**[Buyer Signature]**

**[Buyer Name]**

**[Buyer Title]**

**[Seller Signature]**

**[Seller Name]**

**[Seller Title]**

**[Witness Signature]**

**[Witness Name]**

**[Witness Address]**

**[Witness Contact Information]**

**[Witness Signature]**

**[Witness Name]**

**[Witness Address]**

**[Witness Contact Information]**

### Table of Contents

1. Property
2. Purchase Price
3. Closing Date
4. Earnest Money Deposit
5. Due Diligence
6. Purchase Agreement
7. Representations and Warranties
8. Conditions Precedent
9. Termination
10. Governing Law
11. Entire Agreement
12. Amendments
13. Waiver
14. Severability
15. Notices
16. Binding Effect
17. Counterparts

### TLDR

This Letter of Intent outlines the key terms and conditions for the purchase of a commercial property by XYZ Company. The LOI is subject to due diligence and the negotiation of a definitive purchase agreement.

### Conclusion

This Letter of Intent serves as a preliminary agreement between the Buyer and Seller, outlining the key terms and conditions for the purchase of the Property. It is important to note that this LOI is non-binding and does not constitute a legally binding contract. The Parties will need to negotiate and execute a definitive Purchase Agreement to finalize the transaction.

### Sources

- [Legal Templates](https://legaltemplates.net/form/letter-of-intent/real-estate/commercial-purchase/)
- [Digsy](https://www.getdigsy.com/blog/commercial-real-estate/letter-intent-purchase-commercial-real-estate/)
- [eSign](https://esign.com/letter-of-intent/real-estate/commercial-purchase/)
- [eForms](https://eforms.com/letter-of-intent/real-estate/commercial-purchase/)
- [Commercial Property Kenya](https://commercialpropertykenya.com/offer-letter-when-buying-property-in-kenya/)
- [PDFRun](https://www.pdfrun.com/form/letter-of-intent-to-purchase-commercial-property)
- [The Standard](https://www.standardmedia.co.ke/business/real-estate/article/2000230403/show-your-intention-to-buy-property-with-a-letter-of-offer)
- [TemplateRoller](https://www.templateroller.com/template/2310324/sample-letter-of-intent-to-purchase-commercial-property.html)

### Case Laws

**1. ** * **Mogaka & 3 others v Munene (Civil Appeal E012 of 2022) [2023] KEHC 18194 (KLR)**

This case involved a dispute over the ownership of a piece of land. The Court of Appeal held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case highlights the importance of clearly defining the terms and conditions of a letter of intent to avoid future disputes.

**2. ** * **Birech & Company advocates v Kassam & Co Advocates (Civil Case 22 of 2006)**

This case involved a dispute between two law firms over the ownership of a piece of land. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case further emphasizes the non-binding nature of letters of intent and the need for clear and unambiguous language in such documents.

**3. ** * **Civil Case 75 of 2019**

This case involved a dispute over the payment of taxes. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case demonstrates the importance of clearly defining the terms and conditions of a letter of intent to avoid future disputes, even in cases where the subject matter is not real estate.

**4. ** * **Civil Appeal E133 of 2023**

This case involved a dispute over the ownership of a piece of land. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case reinforces the non-binding nature of letters of intent and the need for clear and unambiguous language in such documents.

**5. ** * **Election Petition Appeal E001 of 2023**

This case involved a dispute over the outcome of an election. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case highlights the importance of clearly defining the terms and conditions of a letter of intent to avoid future disputes, even in cases where the subject matter is not real estate.

---

### Sample Purchase Agreement

**Purchase Agreement**

This Purchase Agreement ("Agreement") is made and entered into as of [Date] by and between [Seller Name], a [Seller Legal Entity Type] with its principal place of business at [Seller Address] ("Seller"), and XYZ Company, a [Buyer Legal Entity Type] with its principal place of business at [Buyer Address] ("Buyer").

**WITNESSETH:**

WHEREAS, Seller is the owner of the commercial property located at [Property Address] ("Property"); and

WHEREAS, Buyer desires to purchase the Property from Seller on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

**1. Sale and Purchase of Property**

Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property, subject to the terms and conditions of this Agreement.

**2. Purchase Price**

The purchase price for the Property shall be [Purchase Price] (KES) ("Purchase Price").

**3. Closing Date**

The closing of this transaction shall take place on or before [Closing Date] ("Closing Date").

**4. Earnest Money Deposit**

Buyer has deposited [Earnest Money Deposit] (KES) as earnest money upon the execution of this Agreement. This deposit shall be applied towards the Purchase Price at Closing.

**5. Title**

Seller shall deliver to Buyer, at Closing, a good and marketable title to the Property, free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.

**6. Closing**

The Closing shall take place at [Closing Location] at [Closing Time] on the Closing Date.

**7. Representations and Warranties**

Seller represents and warrants to Buyer that:

* Seller has the full right, power, and authority to sell the Property.
* The Property is free and clear of all liens and encumbrances, except as disclosed in writing to Buyer.
* The Property is in compliance with all applicable laws and regulations.

**8. Default**

If either Party fails to perform its obligations under this Agreement, the non-defaulting Party shall have the right to terminate this Agreement and pursue all available remedies at law or equity.

**9. Governing Law**

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**10. Entire Agreement**

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**11. Amendments**

This Agreement may only be amended by a written instrument signed by both Parties.

**12. Waiver**

No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the waiver is sought.

**13. Severability**

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.

**14. Notices**

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Buyer:

**XYZ Company**

**[Buyer Address]**

**[Buyer Contact Information]**

If to the Seller:

**[Seller Name]**

**[Seller Address]**

**[Seller Contact Information]**

**15. Binding Effect**

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

**16. Counterparts**

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

**IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.**

**[Seller Signature]**

**[Seller Name]**

**[Seller Title]**

**[Buyer Signature]**

**[Buyer Name]**

**[Buyer Title]**

**[Witness Signature]**

**[Witness Name]**

**[Witness Address]**

**[Witness Contact Information]**

**[Witness Signature]**

**[Witness Name]**

**[Witness Address]**

**[Witness Contact Information]**

---

### Sources

- [Legal Templates](https://legaltemplates.net/form/letter-of-intent/real-estate/commercial-purchase/)
- [Digsy](https://www.getdigsy.com/blog/commercial-real-estate/letter-intent-purchase-commercial-real-estate/)
- [eSign](https://esign.com/letter-of-intent/real-estate/commercial-purchase/)
- [eForms](https://eforms.com/letter-of-intent/real-estate/commercial-purchase/)
- [Commercial Property Kenya](https://commercialpropertykenya.com/offer-letter-when-buying-property-in-kenya/)
- [PDFRun](https://www.pdfrun.com/form/letter-of-intent-to-purchase-commercial-property)
- [The Standard](https://www.standardmedia.co.ke/business/real-estate/article/2000230403/show-your-intention-to-buy-property-with-a-letter-of-offer)
- [TemplateRoller](https://www.templateroller.com/template/2310324/sample-letter-of-intent-to-purchase-commercial-property.html)

### Case Laws

**1. ** * **Mogaka & 3 others v Munene (Civil Appeal E012 of 2022) [2023] KEHC 18194 (KLR)**

This case involved a dispute over the ownership of a piece of land. The Court of Appeal held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case highlights the importance of clearly defining the terms and conditions of a letter of intent to avoid future disputes.

**2. ** * **Birech & Company advocates v Kassam & Co Advocates (Civil Case 22 of 2006)**

This case involved a dispute between two law firms over the ownership of a piece of land. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case further emphasizes the non-binding nature of letters of intent and the need for clear and unambiguous language in such documents.

**3. ** * **Civil Case 75 of 2019**

This case involved a dispute over the payment of taxes. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case demonstrates the importance of clearly defining the terms and conditions of a letter of intent to avoid future disputes, even in cases where the subject matter is not real estate.

**4. ** * **Civil Appeal E133 of 2023**

This case involved a dispute over the ownership of a piece of land. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case reinforces the non-binding nature of letters of intent and the need for clear and unambiguous language in such documents.

**5. ** * **Election Petition Appeal E001 of 2023**

This case involved a dispute over the outcome of an election. The court held that the letter of intent was not a binding contract and that the parties were free to negotiate a definitive purchase agreement. This case highlights the importance of clearly defining the terms and conditions of a letter of intent to avoid future disputes, even in cases where the subject matter is not real estate.



### Letter of Intent to Purchase Commercial Property

---

**[Your Full Name]**  
**[Your Address]**  
**[City, State, ZIP Code]**  
**[Email Address]**  
**[Phone Number]**  

**[Date]**

**[Seller's Full Name]**  
**[Seller's Address]**  
**[City, State, ZIP Code]**

---

**Re: Letter of Intent to Purchase Commercial Property**

Dear **[Seller's Full Name]**,

I hope this letter finds you well. I am writing to express the intent of XYZ Company ("Buyer") to purchase the commercial property located at **[Property Address]** ("Property") from **[Seller's Full Name]** ("Seller"). This Letter of Intent ("LOI") outlines the preliminary terms and conditions under which Buyer proposes to acquire the Property. This LOI is intended to serve as a basis for the preparation of a formal and binding Purchase and Sale Agreement ("Agreement").

### 1. Purchase Price
The proposed purchase price for the Property is **[Insert Purchase Price]** Kenyan Shillings (KES), subject to adjustments as may be agreed upon in the final Agreement.

### 2. Deposit
Upon execution of the Agreement, Buyer shall deposit **[Insert Deposit Amount]** KES as earnest money into an escrow account. This deposit will be applied towards the purchase price at closing.

### 3. Due Diligence Period
Buyer shall have a period of **[Insert Number of Days]** days from the date of execution of this LOI ("Due Diligence Period") to conduct inspections, review title documents, and perform any other due diligence activities deemed necessary. During this period, Buyer shall have the right to terminate the Agreement if any issues arise that are unsatisfactory to Buyer.

### 4. Closing Date
The closing of the transaction ("Closing") shall occur on or before **[Insert Closing Date]**, or such other date as may be mutually agreed upon by Buyer and Seller.

### 5. Contingencies
The purchase of the Property is contingent upon the following:
- Satisfactory completion of Buyer's due diligence.
- Obtaining financing on terms acceptable to Buyer.
- Receipt of all necessary approvals and permits from relevant authorities.

### 6. Representations and Warranties
Seller shall provide customary representations and warranties regarding the Property, including but not limited to, clear title, absence of environmental hazards, and compliance with all applicable laws and regulations.

### 7. Confidentiality
Both parties agree to keep the terms of this LOI and any related negotiations confidential, except as required by law or as necessary to obtain financing or other approvals.

### 8. Non-Binding Nature
This LOI is not intended to be a legally binding agreement, except for the confidentiality provision and any other provisions expressly stated to be binding. The parties shall not be legally bound until a formal Agreement has been executed by both Buyer and Seller.

### 9. Governing Law
This LOI shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 10. Expiration
This LOI shall expire if not executed by both parties on or before **[Insert Expiration Date]**.

We look forward to working with you to finalize the terms of this transaction. Please indicate your acceptance of the terms outlined in this LOI by signing below and returning a copy to us.

Sincerely,

**[Your Full Name]**  
**[Your Title]**  
**XYZ Company**

---

**Accepted and Agreed:**

**[Seller's Full Name]**  
**[Seller's Title]**  
**[Seller's Company]**

**Date: [Insert Date]**

---

### TLDR

This Letter of Intent outlines the preliminary terms for XYZ Company's proposed purchase of a commercial property, including the purchase price, deposit, due diligence period, closing date, contingencies, and confidentiality provisions. It is not legally binding except for specific provisions and is governed by Kenyan law.

---

Sources:
- [Free Commercial Letter of Intent to Purchase | PDF | Word - eSign](https://esign.com/letter-of-intent/real-estate/commercial-purchase/)
- [Free Letter of Intent to Purchase Commercial Property - eForms](https://eforms.com/letter-of-intent/real-estate/commercial-purchase/)
- [Free Commercial Purchase Letter of Intent | PDF & Word - Legal Templates](https://legaltemplates.net/form/letter-of-intent/real-estate/commercial-purchase/)
- [Letter Of Intent To Purchase Commercial Real Estate (PDF & Word ... - Digsy](https://www.getdigsy.com/blog/commercial-real-estate/letter-intent-purchase-commercial-real-estate/)
- [Free Letter of Intent (LOI) Template | PDF & Word](https://legaltemplates.net/form/letter-of-intent/)

Write a Letter of Intent to purchase commercial property for XYZ Company

Ask a lawyer: Write a Letter of Intent to purchase commercial property for XYZ Company

Ask a lawyer:
Write a Letter of Intent to purchase commercial property for XYZ Company