## Letter of Intent to Sell

This Letter of Intent to Sell ("Letter") is made and entered into as of [Date] by and between [Seller Full Name], residing at [Seller Address] ("Seller"), and [Buyer Full Name], residing at [Buyer Address] ("Buyer").

**1. Introduction**

The Seller is the owner of the property located at [Property Address] ("Property"). The Buyer is interested in purchasing the Property from the Seller.

**2. Intent to Sell**

This Letter expresses the Seller's intent to sell the Property to the Buyer on the terms and conditions set forth herein.

**3. Property Description**

The Property is described as follows:

* **Land:** [Land Size] acres, located at [Property Address]
* **Improvements:** [List of Improvements]
* **Title:** The Seller represents that they have good and marketable title to the Property, free and clear of all liens and encumbrances, except as disclosed in writing to the Buyer.

**4. Purchase Price and Payment Terms**

The purchase price for the Property shall be [Purchase Price] (the "Purchase Price"). The Purchase Price shall be paid as follows:

* **Down Payment:** [Down Payment Amount] to be paid upon the execution of the Purchase Agreement.
* **Balance:** [Balance Amount] to be paid upon the closing of the transaction.

**5. Closing Date**

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

**6. Due Diligence Period**

The Buyer shall have a period of [Due Diligence Period] days from the date of this Letter to conduct due diligence on the Property. During this period, the Buyer shall have the right to inspect the Property and its records, and to obtain any necessary information to make an informed decision regarding the purchase.

**7. Purchase Agreement**

This Letter is not a binding agreement. The parties agree to negotiate and execute a formal Purchase Agreement within [Number] days of the execution of this Letter. The Purchase Agreement shall contain the terms and conditions set forth in this Letter, as well as any other terms and conditions agreed upon by the parties.

**8. Representations and Warranties**

The Seller represents and warrants to the Buyer that:

* The 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 the Buyer.
* The Seller is not aware of any defects or encumbrances on the Property that would materially affect its value or use.

**9. Termination**

This Letter may be terminated by either party upon [Number] days' written notice to the other party.

**10. Entire Agreement**

This Letter 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. Governing Law**

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

**12. 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 Seller:**
    * [Seller Full Name]
    * [Seller Address]
* **If to the Buyer:**
    * [Buyer Full Name]
    * [Buyer Address]

**13. Severability**

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

**14. Waiver**

No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

**15. Binding Effect**

This Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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

**[Seller Signature]**

**[Seller Printed Name]**

**[Buyer Signature]**

**[Buyer Printed Name]**

### **Case Laws**

**1. ** * **Muthama v. Munene (Civil Appeal E012 of 2022)** *

This case involved a dispute over the sale of land. The Court of Appeal held that a letter of intent to sell is not a binding agreement, but rather an expression of the parties' intention to enter into a formal agreement. The court also emphasized the importance of clear and unambiguous language in a letter of intent to sell.

* **Source:** [Kenya Law](https://kenyalaw.org/caselaw/cases/view/259796/)

**2. ** * **Criminal Appeal 144 of 1982** *

This case involved a charge of intent to defraud. The court held that intent to defraud can be inferred from the surrounding circumstances. In this case, the appellant had goods in his possession that he intended to sell, and he lied to customs officers when challenged. The court found that this was sufficient evidence of intent to defraud.

* **Source:** [Kenya Law](https://kenyalaw.org/caselaw/cases/view/8248/index.php)

**3. ** * **Matrimonial Cause 7 of 2015** *

This case involved a dispute over matrimonial property. The court held that a letter of intent to sell can be used as evidence of the parties' intentions regarding the sale of property. The court also noted that a letter of intent to sell can be used to establish the value of the property for the purposes of division in a matrimonial property case.

* **Source:** [Kenya Law](https://kenyalaw.org/caselaw/cases/view/261223/index.php)

**4. ** * **Environment & Land Case E005 of 2024** *

This case involved a dispute over the sale of land. The court held that a letter of intent to sell can be used to establish the terms of a sale agreement. The court also noted that a letter of intent to sell can be used to prevent the sale of property to a third party without the consent of the other party.

* **Source:** [Kenya Law](https://kenyalaw.org/caselaw/cases/view/294026/)

### **TLDR**

This Letter of Intent to Sell outlines the Seller's intention to sell the Property to the Buyer on the terms and conditions set forth herein. The Letter is not a binding agreement, but rather an expression of the parties' intention to enter into a formal Purchase Agreement.

### **Conclusion**

This Letter of Intent to Sell is a crucial step in the process of selling a property in Kenya. It provides a framework for the parties to negotiate the terms of the sale and to ensure that both parties are on the same page. It is important to note that this Letter is not a binding agreement, and the parties should consult with legal counsel to ensure that the terms of the sale are properly documented in a formal Purchase Agreement.

***

## Sample Letter of Intent to Sell

This Letter of Intent to Sell ("Letter") is made and entered into as of [Date] by and between [Seller Full Name], residing at [Seller Address] ("Seller"), and [Buyer Full Name], residing at [Buyer Address] ("Buyer").

**1. Introduction**

The Seller is the owner of the property located at [Property Address] ("Property"). The Buyer is interested in purchasing the Property from the Seller.

**2. Intent to Sell**

This Letter expresses the Seller's intent to sell the Property to the Buyer on the terms and conditions set forth herein.

**3. Property Description**

The Property is described as follows:

* **Land:** [Land Size] acres, located at [Property Address]
* **Improvements:** [List of Improvements]
* **Title:** The Seller represents that they have good and marketable title to the Property, free and clear of all liens and encumbrances, except as disclosed in writing to the Buyer.

**4. Purchase Price and Payment Terms**

The purchase price for the Property shall be [Purchase Price] (the "Purchase Price"). The Purchase Price shall be paid as follows:

* **Down Payment:** [Down Payment Amount] to be paid upon the execution of the Purchase Agreement.
* **Balance:** [Balance Amount] to be paid upon the closing of the transaction.

**5. Closing Date**

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

**6. Due Diligence Period**

The Buyer shall have a period of [Due Diligence Period] days from the date of this Letter to conduct due diligence on the Property. During this period, the Buyer shall have the right to inspect the Property and its records, and to obtain any necessary information to make an informed decision regarding the purchase.

**7. Purchase Agreement**

This Letter is not a binding agreement. The parties agree to negotiate and execute a formal Purchase Agreement within [Number] days of the execution of this Letter. The Purchase Agreement shall contain the terms and conditions set forth in this Letter, as well as any other terms and conditions agreed upon by the parties.

**8. Representations and Warranties**

The Seller represents and warrants to the Buyer that:

* The 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 the Buyer.
* The Seller is not aware of any defects or encumbrances on the Property that would materially affect its value or use.

**9. Termination**

This Letter may be terminated by either party upon [Number] days' written notice to the other party.

**10. Entire Agreement**

This Letter 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. Governing Law**

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

**12. 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 Seller:**
    * [Seller Full Name]
    * [Seller Address]
* **If to the Buyer:**
    * [Buyer Full Name]
    * [Buyer Address]

**13. Severability**

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

**14. Waiver**

No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

**15. Binding Effect**

This Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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

**[Seller Signature]**

**[Seller Printed Name]**

**[Buyer Signature]**

**[Buyer Printed Name]**

*** 


### Letter of Intent to Sell Property

---

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

**[Date]**

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

Dear [Recipient's Full Name],

#### Re: Letter of Intent to Sell Property Located at [Property Address]

I hope this letter finds you well. I am writing to formally express my intent to sell the property located at [Property Address], [City], [State], [ZIP Code]. As the owner of the aforementioned property, I am keen to engage in negotiations with you regarding the sale.

#### Property Description

The property in question is a [brief description of the property, e.g., "three-bedroom, two-bathroom single-family home with a spacious backyard and modern amenities"]. It is situated in a prime location, offering [mention any key features such as proximity to schools, shopping centers, public transportation, etc.].

#### Terms and Conditions

I propose the following terms and conditions for the sale of the property:

1. **Purchase Price**: The proposed purchase price for the property is KES [amount in figures] ([amount in words]).
2. **Deposit**: A deposit of KES [amount in figures] ([amount in words]) will be required upon signing the sale agreement.
3. **Closing Date**: The closing date for the transaction is proposed to be on or before [specific date], subject to mutual agreement.
4. **Inspection**: The buyer will be allowed to conduct a property inspection within [number] days from the date of this letter.
5. **Contingencies**: The sale is contingent upon [mention any contingencies, e.g., "the buyer securing financing," "a satisfactory property inspection," etc.].
6. **Other Terms**: [Include any other terms or conditions relevant to the sale].

#### Legal Considerations

This letter of intent is not a binding agreement but serves as a basis for further negotiations. A formal sale agreement will be drafted and signed by both parties upon reaching a mutual understanding of the terms and conditions.

#### Next Steps

I am open to discussing the terms outlined above and addressing any questions or concerns you may have. Please feel free to contact me at [your phone number] or [your email address] to schedule a meeting or to discuss this matter further.

Thank you for considering this proposal. I look forward to the possibility of working together to finalize the sale of the property.

Sincerely,

**[Your Full Name]**  
**[Your Signature]**

---

### TLDR

This letter serves as a formal expression of intent to sell the property located at [Property Address]. It outlines the proposed terms and conditions for the sale, including the purchase price, deposit, closing date, and contingencies. The letter is not legally binding but serves as a basis for further negotiations.

### Conclusion

A well-drafted Letter of Intent to Sell Property is crucial in initiating the sale process. It helps in outlining the key terms and conditions, thereby facilitating smoother negotiations and ensuring that both parties are on the same page. If you have any further questions or need assistance in drafting a legally binding sale agreement, please do not hesitate to reach out.

---

Sources:
- [Sample Letters of Intent to Sell Property - Words at Ease](https://wordsatease.com/sample-letters-of-intent-to-sell-property/)
- [Sample Letter of Intent to Sell Property – e Sample Letters](https://esampleletters.com/real-estate/sample-letter-of-intent-to-sell-property/)
- [Authorization Letter to Sell Property (Sample Letters)](https://www.wordtemplatesonline.net/authorization-letter-to-sell-property/)
- [Free Real Estate Letter of Intent (LOI) (4) | PDF | Word - eSign](https://esign.com/letter-of-intent/real-estate/)
- [Understanding LOI (Letter of Intent) in Real Estate | Supermode](https://www.supermode.io/blog/letter-of-intent-real-estate)

Write a Letter of Intent to Sell for a property owner

Ask a lawyer: Write a Letter of Intent to Sell for a property owner

Ask a lawyer:
Write a Letter of Intent to Sell for a property owner