This may be old news to many, but I remain surprised at the number of times I am handed an LOI by opposing counsel in an acquisition transaction where the terms seem to indicate that the parties have reached a definitive contract. If that is the intention, so be it. However, in most of these cases, the parties truly just intend to set some parameters for future negotiations, some of which may be binding down the road, others of which are merely suggestive. Be careful! That failure to expressly indicate that the LOI is nonbinding may result in the document forming a contract for which you are liable! Recent Texas cases have held that the parties conduct, even in the event of a well drafted LOI, may be grounds for concluding that a contract has been reached. If one of my clients this afternoon had signed an LOI without my review, he accidentally would have bargained away several core terms (like price caps and promissory note features) on a deal that is in its nascence. If you are planning a business transaction using an LOI to set the stage, speak to experienced counsel to make sure you don't get something other than what you bargained for.