You have a proposed letter of intent for the sale of your business. Before your next adviser discussion, choose one passage you cannot explain clearly. Keep its location beside the question you want answered.
This guide offers a way to make that record. Use it to prepare questions for your own lawyer. It does not decide what your document requires or whether to sign.
Start with the actual version
Give the record a specific document identity: file name, version and the date you received it. Keep the proposed wording available alongside your notes. If you receive another version, identify it separately and mark which version each answer addresses.
BDC describes an LOI as outlining the proposed acquisition process. Its LOI guidance provides general information for buyers and directs readers to their own legal counsel.
For this exercise, select wording actually present in your document. Add the heading, section or page so you can return to the passage during the discussion. Write your provisional reading in your own words, keeping it separate from the document text and any explanation your adviser later provides.
Turn a passage into one clear question
BDC’s Pierre Marquis says an LOI can create confidentiality or exclusivity obligations where its terms provide for them. That attributed caution does not classify your particular document. Put questions about what its wording requires to your lawyer.
BDC lists responsibility for transaction costs among possible LOI topics. BDC lists closing conditions among possible LOI topics. These are possible subjects to locate, not a compulsory clause list or an answer about your terms.
Keep the question close to the uncertainty. Instead of writing only “check this section,” identify what you need explained. Use the record below to retain the passage, your reading and the unanswered point together.
Your clause-to-question record
Document and version: ______. Which actual file, version and received date are you reviewing?
Clause location: ______. Which heading, section or page contains the wording you need explained?
What the text proposes — your provisional reading: ______. Record it in your own words, separately from the document wording.
What remains uncertain: ______. What do you still need explained about this wording?
Question for an adviser: ______. Write one concrete question about that uncertainty.
Who will answer: ______. Name the adviser you have asked, or mark the responsible person to be confirmed.
Answer and status: ______. Record the answer in context, who gave it and when, and whether a follow-up question remains. Use open, answer received or needs clarification as record states; none means approval to sign.
A fictional costs question
This is a fictional illustration of the same record. There is no real owner or proposed agreement behind it, and no adviser answer has been supplied.
Document and version: Example seller’s proposed LOI, version B; received date not supplied in this illustration.
Clause location: Section 6, Costs.
What the text proposes — the owner’s provisional reading: The fictional document discusses responsibility for transaction costs.
What remains uncertain: The owner’s notes do not identify which costs are covered if the process stops.
Question for an adviser: Which costs does this wording cover, for whom and in which circumstances?
Who will answer: Transaction counsel; name to be confirmed.
Answer and status: Open; no adviser answer recorded.
The entry stops at the question. It supplies no cost estimate, contractual wording or conclusion about who would pay. The next addition belongs in the answer field, with its giver, date, context and any remaining uncertainty.
Keep the answer attached to the question
BDC recommends consulting a lawyer specializing in transactions early in the process. BDC cautions against relying on a generic online LOI template. This record is a preparation aid for that discussion; it supplies no contract terms.
When an answer arrives, check that your notes identify the version and passage discussed. Keep your earlier provisional reading distinguishable from the adviser’s explanation. If something remains unclear, write the follow-up question and leave that status visible. You are maintaining a record of the discussion, not using a completed worksheet as a decision to sign.