What if both sides go quiet after we sign a letter of intent?

BDC says both parties usually sign the letter of intent before formal due diligence begins, and that the letter should include a commitment from the seller to provide all necessary records. When neither side follows up, check what the letter still binds the seller to while the sale is on hold. The document you signed decides what silence means.

Find the exclusivity clause

BDC describes exclusivity as the period during which the seller agrees not to solicit or consider other offers without first speaking with the buyer. It also says the letter of intent can set out the penalties for breaching that commitment. Read your clause for a start date, an end date and any way to extend it. If there is no end date, ask your lawyer what that means.

Check the timeline and the records

BDC’s due diligence guide says the provisions of a letter of intent generally include a timeline for due diligence, and that it gives the buyer access to the premises and records. Compare the dates in your document with where things actually stand. Have you sent what was promised? Has the buyer asked for anything? Keep a written record of both, because it shows who has been waiting on whom.

Restart the conversation in writing

Send a short message that restates the dates, lists what you have delivered and asks the buyer to confirm in writing whether it is proceeding and when due diligence will resume. Ask about financing too, including whether the buyer’s lender has what it needs to proceed. A written reply also gives you something concrete if you later need to rely on the clause.

Know what the silence does not change

BDC notes that a letter of intent is not intended to be fully binding unless it expressly says so, but that where provided it can bind the parties on confidentiality and exclusivity. Those clauses may still apply even if the talks have gone cold. Do not contact other buyers until a lawyer has told you whether the exclusivity period has ended.