Sniff, sniff… that’s the smell of Q4.

It’s here — and by now, every company on the planet has held at least one meeting where someone said, “Alright team, time to hit those numbers.”

I know I’m among friends here, so I can finally get something off my chest. It’s been stealing my peace — like that one mosquito buzzing by your ear at 2 a.m. And it’s okay to laugh — I’m literally giggling like a little kid as I write this.

After dozens of deals over the years — big and small, clean and messy, fast and painfully slow — there’s one thing I’ve noticed that consistently makes my eye twitch.

It’s not lawyers. We need those

It’s not contracts. Those are necessary

It’s not even the buyer asking, “Can you send the P&L one more time? Just for my partner.”

It’s…it’s…it’s…well….

The Letter Of Intent.

There I said it.

Those are fancy words that somehow turn smart, capable people into paperwork collectors.

If you’ve ever been mid-deal and heard, “We’ll need an LOI first,” you know that feeling — that deep, spiritual sigh where you realize you’re about to spend three days writing a document that legally means nothing. Zero. Zip

And look — it’s not their fault. I used to ask for one too, once upon a time when acquiring a deal. Yup I know. I am guilty and not innocent. Look, it just feels professional right? I know.

Here’s why the whole LOI obsession needs to retire permanently.

LOIs are “non-binding.” Meaning you can walk away at any time, for any reason, with zero consequence.
So what’s the point? You just spent hours negotiating a glorified group hug. Hugs are nice though.

While you’re polishing the wording of paragraph 3(b), real buyers are already signing.
The LOI is basically business purgatory — looks busy, achieves nothing.

Buyers love to say, “Let’s do an LOI first,” when what they really mean is, “I’m not ready, but please stop showing your business to anyone else.”
Translation: they’re still calling their cousin’s cousin to ask if he knows a lender.

You negotiate the LOI. OK. Then you negotiate the purchase agreement.
Imagine debating where to eat, finally sitting down — and finding out the restaurant’s closed.

There’s no legal bite, no deposit, no accountability.
“I totally want to buy your car… but can you take down the listing while I check with my pastor?”

Real buyers skip the fluff. They show proof of funds, ask sharp questions, and move fast.
If someone needs a letter to “prove” they’re serious, odds are they’re not.

Deals are like campfires — stop feeding them for too long, and they go out.
An LOI is like throwing a wet blanket on the fire and calling it “strategy.” Don’t do that.

The purchase agreement is the only document that matters. Better known as SPA for shares or APA for asset acquisitions.
That’s where the actual commitments live — money, timelines, and terms.
Everything before that is corporate foreplay.

Want to know if a buyer’s serious?
Don’t ask for an LOI — ask for a screenshot of their bank balance. Also known as proof of funds, which we ask for when doing those much bigger deals.
It’s amazing how fast the “letter” talk disappears when you do that.

The “we need an LOI” crowd usually means well. I know I did when I was an LOI user. They just haven’t done enough deals yet.
Seasoned operators know: deals close on trust, proof, and speed — not ceremonial stationery. Sorry I had to.

Letters of Intent make people feel like they’re doing business when, in reality, they’re just delaying it.

If you’re serious about buying — make the offer, show proof, and start whatever needs starting.
If you’re serious about selling — skip the paperwork juggling and focus on real buyers. Because in business, momentum and money beat intention every single time. I repeat in business, momentum and money beat intention every single time.

Or as I like to say — deals aren’t built on letters. They’re built on deposits.