You just shook hands with a buyer for your marina in Biloxi. Now, a two-page document called a letter of intent sits on your desk. Everyone keeps saying it simply sets up the real contract.

Then the buyer starts moving equipment onto your dock before closing day. They tell vendors the sale already happened. You start to wonder if that quick signature locked you into something you cannot undo. Your stomach drops as you reread the page, looking for an exit you're not sure exists.

At Rushing & Guice, we help Gulf Coast business owners read letters of intent the way a court will read them. We step in before a handshake and a signature turn into a fight neither side wanted.

Mississippi treats a letter of intent like any other document that two parties sign. A court looks at what the words actually promise, not what the title on the top of the document says. A document can call itself a draft and still bind both sides, as long as it spells out the deal and shows both parties meant to be bound right then. A page full of legal-sounding words can just as easily fall apart if it leaves the real terms open for later.

Every contract in Mississippi needs the same building blocks. Miss one of them, and the paper you hold may look like a contract without acting like one. Courts generally look for:

• Offer. One side lays out clear terms for the other side to accept.
• Acceptance. The other side agrees to those same terms, without changing them.
• Consideration. Something of value changes hands, whether that is money, property, or a promise to act.

Further, the deal cannot ask either side to do something against the law. Both people signing the contract must also have the legal ability to understand and enter the deal. For a business, that often means the signer actually holds the authority to bind the company.

Another requirement of legally binding contracts in Mississippi is one that trips up many business deals. All parties must leave the table with a meeting of the minds. This means having the same picture of what they signed. Failing to consider this can derail a contract entirely.

The Mississippi Supreme Court laid out the rule that answers this question in 2024. The case involved a mediated business buyout. While it did not involve a letter of intent, the same rule applies to any document that two sides sign.

The court threw out the settlement because the parties never set the interest rate or the payback period on a note tied to the deal. The trial court had tried to pick those missing numbers on its own. The Supreme Court said that is not a call a court gets to make. Every key term must be settled first. Without that, there is no meeting of the minds. Mississippi law will not call the page a contract, no matter how official it looks.

Here is what most business owners on the Gulf Coast get wrong about a letter of intent: they nail down the big picture and leave the fine print for later. In our experience, that fine print is exactly where deals fall apart. Under Mississippi business law, a judge will not pick fair numbers for you the way a business partner might. Missing details that sink an otherwise solid letter include:

• A purchase price everyone likes in principle, but no one wrote down as a number, a payment plan, or a formula;
• A financing condition with no stated deadline for the buyer to lock in a loan; or
• A property description with no boundary that a surveyor could actually find on the ground.

Not including these types of details is why so many letters of intent fall apart the moment one side tries to enforce them.

Business owners often think a letter of intent is either fully binding or not binding at all. However, Mississippi contract law does not work that way. Several provisions often stand on their own, binding you even while the bigger deal stays open:

• Confidentiality clauses that keep deal terms out of public view;
• Exclusivity or no-shop periods that stop one side from shopping the deal elsewhere for a set time, often 60 days; and
• Governing law provisions that name which state's rules apply if a dispute lands in court.

Read each part of the letter on its own. One line can bind you while the surrounding details stay open for more talk.

Rushing & Guice has guided Gulf Coast businesses through moments like this one for more than a century. We've helped business owners from the marina docks of Biloxi to boardrooms across the coast. We read your letter of intent line by line and tell you plainly which parts already bind you and which parts still leave room to walk away.

Book a consultation with our team before your signature locks you into a deal you don't necessarily want.

Does a Letter of Intent Need to Be Notarized in Mississippi?

No. Mississippi law does not require a notary for a letter of intent to carry legal weight. What matters is whether the terms are definite and whether both sides show they meant to be bound. A notary stamp does not change either answer.

Can I Walk Away from a Letter of Intent If the Final Contract Hasn't Been Signed?

Sometimes, but not always. If your letter already spells out every key term and both sides signed meaning to be bound right away, walking away could break a real contract. Talk to a lawyer before you assume the final paperwork is what actually locks in the deal.

What Happens If the Other Party Ignores an Exclusivity Clause?

A no-shop clause can stand on its own, apart from the rest of the deal. If the other party talks to someone else during that window, you may have a claim for breaking that one promise, even if the larger deal never closes.

How Long Should a Letter of Intent Stay in Effect?

Most of these documents carry an end date, often 30 to 90 days after signing. Without one, a Mississippi court must guess how long the parties intended to remain bound. That guesswork adds risk neither side needs, especially once one party starts acting like the deal is already final.