Draft a Commercial Purchase Letter of Intent (NJ)

Letter of Intent to Purchase

New Jersey commercial property — draft for discussion

This is a template, not legal advice. Have a New Jersey attorney review it before you send, sign, or rely on it. Except for any Binding Provisions you chose below, this letter is not a contract to close the deal.

November 10, 2026

To: Example Seller LLC
Re: Non-binding letter of intent to purchase — 200 Example Avenue, Totowa, NJ 07512 (illustrative address, not a real listing)

Dear Example Seller LLC:

Example Buyer LLC is writing to set out proposed terms for a purchase of the property described below. Except for the Binding Provisions identified below, this letter is not a contract of sale and is not a contract to enter into one. Neither party is required to keep negotiating or to sign a definitive agreement. A binding sale exists only when both parties have signed and delivered a written purchase agreement, and then only in accordance with that agreement.

1. Parties. Example Buyer LLC ("Buyer") proposes to purchase from Example Seller LLC ("Seller") the property described below.
2. Property. 200 Example Avenue, Totowa, NJ 07512 (illustrative address, not a real listing) (industrial building, about 20,000 SF (illustrative)). A definitive contract would include a legal description and a list of any personal property or leases included in the sale.
3. Purchase price. The proposed purchase price is $2,000,000 (illustrative price, not a market opinion), payable as a definitive contract would provide.
4. Earnest money deposit. The proposed deposit is $50,000 (illustrative; not a market standard), to be held by a New Jersey title company or attorney trust account to be named in the contract (illustrative). The deposit would be delivered only after a definitive contract is signed, as that contract provides. This letter does not create an obligation to fund a deposit.
5. Due diligence. Buyer would have 30 days after a definitive contract is signed (illustrative) after a definitive contract is signed to inspect the property and to review title, survey, environmental, and other diligence, and to terminate that contract as it would provide if Buyer is not satisfied. This letter does not start a diligence clock.
6. Financing contingency. Buyer's obligation to close would be contingent on a loan commitment within 30 days after a contract is signed, on terms reasonably acceptable to Buyer (illustrative).
7. Closing. The parties propose to close on 30 days after the diligence period ends (illustrative), subject to the conditions in that contract.
8. Title and survey. Seller would convey marketable title, subject only to permitted exceptions to be agreed in a definitive contract. A title commitment and a current survey would be obtained as that contract provides. Who orders and pays for them would be set out there.
9. ISRA and environmental matters. The definitive contract should address whether the Industrial Site Recovery Act (ISRA) or other environmental review applies, and what each party would do if it does. This letter does not decide applicability. See https://acrex.co/guides/isra-selling-industrial-property-nj
10. Transfer fees. New Jersey generally imposes the Realty Transfer Fee on the seller and, on certain transfers over $1 million (including Class 4A commercial), a graduated percent fee on the seller (P.L. 2025, c. 69). The Division of Taxation has stated that legal liability for the graduated fee stays with the seller and that the Division does not interpret contracts. A definitive contract may still allocate these costs between the parties; that allocation would not, by itself, change statutory liability. See https://acrex.co/guides/nj-graduated-transfer-fee-commercial-sale. The parties propose that Seller pay the regular Realty Transfer Fee and any graduated percent fee that applies. If Seller is a nonresident of New Jersey, GIT/REP withholding may also apply; see https://acrex.co/guides/nj-nonresident-seller-git-rep-commercial-property. This letter is not tax advice.
11. Like-kind exchange. If either party is pursuing a like-kind exchange under Internal Revenue Code Section 1031, the other party would reasonably cooperate, at no material extra cost or delay to the cooperating party. This is not tax advice. See https://acrex.co/guides/1031-exchange-nj-commercial-property.
12. Broker. AcreX Realty LLC, if engaged under a separate written agreement is identified as a broker in connection with this proposal. Any commission would be set only in a separate written agreement. In New Jersey commissions are negotiable. Licensure does not imply endorsement.
13. Binding Provisions. The only provisions intended to be binding are: confidentiality; exclusivity (no-shop); the governing-law and forum sentence in this paragraph. Each party would keep confidential the non-public information received from the other in connection with this proposal, and would use it only to evaluate the possible purchase, except for information that is public, already known, independently developed, or required to be disclosed by law. This confidentiality obligation is proposed to survive until one year after this letter expires (illustrative period). During the exclusivity period (until this letter expires (illustrative)), Seller would not solicit or enter into a letter of intent or a contract of sale with another buyer for the same property, except that this would lapse when this letter expires or is withdrawn in writing. The parties propose that New Jersey law govern the Binding Provisions, and that any dispute arising out of those provisions be brought in the New Jersey state courts of the county where the property is located. All other numbered paragraphs are proposed terms only. They are not binding and are subject to a definitive written purchase agreement signed and delivered by both parties.
14. Expiration. If a definitive purchase agreement has not been signed and delivered by November 24, 2026, this letter expires and, except for any confidentiality obligation that is stated to survive, neither party has further obligations under it. The parties may extend the date in a writing signed by both.
15. Non-binding character. Except for the Binding Provisions in the paragraph above, this letter is not a contract of sale, is not an agreement to enter into a contract of sale, and does not create a duty to negotiate in good faith or otherwise. Either party may end discussions at any time, for any reason or for no reason, subject only to those Binding Provisions. A court may still look at the whole document and at the parties' conduct. This is a template. Have a New Jersey attorney review it before it is signed or relied on.

If these proposed terms are acceptable as a basis for drafting, please sign a copy of this letter where indicated, as to the Binding Provisions (if any) and otherwise as a non-binding expression of interest, and return it before it expires.

AcreX Realty LLC, Licensed Real Estate Broker #2550575 · Jonathan Libock, NJ #1757237. Licensure does not imply endorsement. In New Jersey commissions are negotiable. This template was generated on acrex.co as a draft for discussion. It is not a definitive lease or purchase agreement and is not legal, tax, or environmental advice.