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In the Spotlight: Agreement to Agree, Enforceable?

By Michelle R. Curtis
October 01, 2003

Recently, the Court of Special Appeals of Maryland held that a letter of intent was binding on the parties. Windsor Development, L.L.C. v. Clearcomm Technologies, Inc., No. 999 (Md.App. filed Aug. 5, 2002). The court granted a summary judgment motion enforcing the provisions of the letter of intent relying on the “plain and unambiguous” language.

In Windsor, the potential landlord, Windsor, and the potential tenant, Clearcomm, executed a letter of intent specifying the terms of a commercial lease agreement. The letter of intent required Clearcomm to post a nonrefundable deposit of $5,000 at the time of execution of the letter of intent. The letter of intent also required Clearcomm to post an additional nonrefundable deposit of $10,000 to be paid upon the execution of the lease. Windsor was to apply $8,000 of the foregoing deposits to rent and the remaining $7,000 was to be held as the security deposit under the lease. The letter of intent contained a rent schedule and an option for Clearcomm to rent additional space in the building.

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