Commercial Lease Letter Of Intent Template for England and Wales

A commercial lease letter of intent is a preliminary document that sets the foundation for commercial property agreements in England and Wales. This non-binding agreement outlines the key terms and conditions that both landlord and tenant intend to include in their final lease, giving everyone clarity and direction before formal negotiations begin.

What is a commercial lease letter of intent?

It is a short written summary of the deal both sides have discussed for a commercial property. The document lists the headline commercial details, such as the proposed rent, lease length, break clauses and any conditions, so the landlord, tenant and their agents share the same understanding. A commercial lease LOI is a starting point for the lease, not the lease itself, and it helps both companies commit time and cost to the next stage with confidence. If you are also arranging the full lease, the commercial lease agreement template picks up where the LOI leaves off.

When do you need this document?

You will need a commercial lease letter of intent once you have reached initial agreement on the fundamental lease terms but are not ready to commit to a binding contract. This usually happens after property viewings and early negotiations, when both parties want to record their understanding before spending on full lease preparation. The document is especially useful in complex transactions involving several stakeholders, where clear communication of terms prevents misunderstandings during formal drafting. Property agents often use it to move discussions along between landlords and prospective tenants, making sure all parties understand the proposed commercial terms before solicitors get involved.

What should the letter of intent include?

A well-drafted LOI keeps the content focused on the terms that actually shape the deal. Typical items to cover are:

• Names and contact details of the landlord and prospective tenant (and any agent or company involved)
• A clear description of the property, including boundaries, parking and any shared facilities
• Proposed base rent, service charges, rent review mechanism and any rent-free period
• Any deposit or rent deposit the tenant will provide, and the amount held as security
• The lease term, proposed start date, and any break rights or renewal options
• Whether the lease will be inside or outside the security of tenure provisions of the Landlord and Tenant Act 1954
• Any conditions, such as a due diligence period for surveys, planning checks and financial verification
• A statement that the document is non-binding, apart from specific clauses like confidentiality or exclusivity

How to write a commercial lease letter of intent, step by step

Working through the LOI in order keeps the terms consistent and easy to follow:

1. Identify the parties and the property, naming the landlord, tenant, any company acting for either side and the exact premises.
2. Set the commercial terms, covering rent, service charges, rent review, any rent-free period and the deposit.
3. Fix the lease length, start date and any break or renewal rights.
4. State whether the lease sits inside or outside the Landlord and Tenant Act 1954.
5. Add any conditions and a due diligence window for surveys and checks.
6. Confirm which clauses are binding (such as exclusivity and confidentiality) and mark the rest subject to contract.

Key legal considerations

The most important part of your letter of intent is stating its non-binding nature clearly, except for any clauses you intend to bind, such as confidentiality or exclusivity provisions. Include a full property description to avoid disputes about what forms part of the lease. Set out all key commercial terms, including base rent, service charges, rent review mechanisms, any deposit and any rent-free periods. Consider a due diligence period so there is time for surveys, planning permission checks and financial verification. Where the parties share sensitive figures, agree how each company handles that information and note any privacy policy that applies to personal data exchanged during negotiations. Be aware that even in a non-binding document, some obligations can become enforceable if the wording is loose, particularly around good faith negotiations and confidentiality.

Is a commercial lease letter of intent legally binding?

In most cases the LOI is not binding, and that is usually the point. It records intent and keeps the parties aligned while the full lease is prepared. Certain clauses can be made binding on purpose, such as exclusivity (which stops the landlord marketing the property to others for an agreed window) and confidentiality. To keep the rest non-binding, state this plainly and mark the document as subject to contract. Take care that the wording, and the parties' later conduct, does not accidentally create a binding agreement.

How does the LOI fit into the wider leasing process?

The letter of intent sits between the initial handshake and the signed lease. Once both companies are happy with the terms it records, solicitors use it to draft the formal lease, which is where the detail is finalised and signed. Treating the LOI as a living summary keeps everyone informed as negotiations progress, and reduces the back-and-forth when the full lease is drawn up.