In this episode of the Ironclad Underwriting Podcast, Jason Williams and co-host Frank Patalano break down one of the most misunderstood documents in commercial real estate: the Letter of Intent (LOI).

They unpack what an LOI is, how it differs from a Purchase and Sale Agreement (PSA), and why, even though it’s not legally binding, you should treat it like it is. From due diligence checklists to earnest money deposits, financing contingencies, and retreading in shifting markets, this episode is a masterclass in protecting both your deal and your reputation.

Topics Covered

• What an LOI really is-and what it’s not
• Key differences between an LOI and a PSA (Purchase & Sale Agreement)
• Why reputation matters more than legal technicalities
• Earnest money deposits: How much to offer and when it goes hard
• Due diligence timelines (30, 60, 90 days?)
• Financing contingencies and reasonable rate protections
• Retrading: When it’s acceptable and when it damages credibility
• “Money hard day one”, risks and market considerations
• Building a comprehensive due diligence checklist
• Lease audits and pet discrepancies
• Insurance loss runs and premium surprises
• Service agreements and auto-renewal traps
• Roof warranties and capital improvements
• Surveys, environmental reports, and title considerations
• LOI expiration dates and protecting your leverage
• Preventing sellers from negotiating with multiple buyers simultaneously
• Real-world examples of costly oversights in underwriting

Notable Quotes

• “Even though an LOI is not legally binding, your offer was accepted based on that. It’s your word. It’s your reputation.”
• “I treat LOIs as if they’re contracts, even though they’re not, because I value my reputation and I want people to value it as well.”

🎧 Connect with Jason:

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🎧 Connect with Frank:

✅LinkedIn