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Write a Letter of Intent to Sell for a property owner

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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 ↗

**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 ↗

**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 ↗

**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 ↗

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