How to write a letter of intent to buy land
A land LOI sets the deal's shape before anyone pays a lawyer. These are the terms that matter for land, why each one matters, and a sample to start from.
What a letter of intent does
A letter of intent (LOI) lays out the main business terms of a purchase so buyer and seller can agree on them before the purchase and sale agreement is drafted. Most of it is non-binding. A few provisions, usually exclusivity and confidentiality, are often written to be binding. Say clearly which is which.
The terms every land LOI should cover
Price, and what it is measured in
Price land per upland acre, adjusted to the final survey and wetland delineation, rather than as a flat total. It protects you if the wetland line moves and it keeps the conversation honest. The upland acres guide shows the math.
Earnest money
Say how much, when it is due, who holds it, and when it stops being refundable (when it “goes hard”). Sellers care about this term more than most buyers expect.
Due diligence period
Ask for the time you really need for title, survey, wetlands, environmental review, utilities and access. On raw land that is often longer than on a finished lot, and an LOI is the cheapest place to ask for it.
Entitlement period and extensions
If the deal depends on rezoning or plat approval, give that its own period after due diligence, with paid extensions in case the hearings run long.
Closing and takedowns
Name the closing date or how it is set. Builders buying a large tract often close in phases (takedowns): a first closing on part of the land and later closings on the rest, each with its own date and price.
Seller deliverables, costs and exclusivity
Ask for any surveys, title work and reports the seller already has. Say who pays what at closing. Ask the seller not to market the property while you negotiate the contract.
Sample land letter of intent
Replace everything in brackets. This sample is for illustration only and is not legal advice. Laws vary by state, so have a licensed attorney in your state review any letter of intent before you send it.
LETTER OF INTENT: PURCHASE OF LAND Buyer: [Buyer entity] Seller: [Owner of record] Property: About [__] acres, [County] County, [State], Parcel ID(s) [____] 1. Price. $[____] per upland acre, as shown by Buyer's survey and wetland delineation, estimated at $[____] for [__] upland acres. 2. Earnest money. $[____] within [5] business days of a signed contract, refundable until the end of the Due Diligence Period. 3. Due Diligence Period. [90] days from the contract date to review title, survey, wetlands, environmental, utilities and access. 4. Entitlements. [__] days after Due Diligence to obtain [zoning / plat] approval, with [two] [30]-day extensions for $[____] each. 5. Closing. Within [30] days after the end of the Entitlement Period. 6. Seller deliverables. Copies of any surveys, title policies, environmental reports and leases Seller has, within [10] days of the contract date. 7. Expenses. Each party pays its own attorneys. Seller pays deed preparation and [any rollback taxes]; Buyer pays recording. 8. Exclusivity. Seller will not market the Property while the parties negotiate a contract, for [45] days from signature. 9. Confidentiality. The parties will keep the terms of this letter confidential, except with their own advisors and lenders. 10. Non-binding. This letter is not a contract, except for paragraphs 8 and 9. Either party may end negotiations at any time. 11. Expiration. This offer expires if not signed by [date].
Keep every version straight
A land LOI usually goes back and forth several times. Save each version with its date and who sent it, and compare each counter against the last one line by line, so a changed deposit or a shorter due-diligence period never slips through. When several buyers are talking to the same owner, knowing exactly where each version stands is how you stay ahead.
Still building your list of owners to send LOIs to? Start with how to find off-market land.