LOI & Term Sheet not Enforceable in Absence of Signed Contract

A recent unpublished decision from the Appellate Division found there to be no enforceable contract between a buyer and seller of real estate where, despite a term sheet and letter of intent, no formal contract was signed.  The case involved the sale of commercial property in Millstone, New Jersey.  The parties exchanged a term sheet and letter of intent for the buyer to purchase the property, and the attorneys proceeded to draft and modify a formal contract for the sale.   Despite the buyer signing the negotiated contract, the seller never executed it and decided not to move forward with the transaction.  Consequently, the buyer filed suit and sought a court order directing that the sale go through.

The Buyer argued that while the language of the LOI stated that terms of the LOI would be enforceable upon a mutually-agreed upon contract. it did not specify that the contract had to be signed.  Therefore, based upon the signed LOI and the negotiated contract terms, there was an valid agreement to be enforced by the court.  However, both the trial judge and Appellate Division disagreed, finding that the evidence as a whole demonstrated an intent that a final agreement was contingent upon the parties executing a formal written contract.  Since this didn't happen, the Buyer's case was dismissed.  (501 Jersey Ave LLC v. XXXIII Associates/Riverside Center, LLC)