Purchase Agreement with Deposit pre-LOI stage?

searcher profile

September 24, 2025

by a searcher from New York University - Leonard N. Stern School of Business in New York, NY, USA

I recently had an interesting experience on a brokered deal and wanted to get the community’s perspective. I submitted an LOI that matched the CIM asking price. The structure was straightforward, with a small 10% seller note and no funding concerns. I also have very relevant industry experience, so I felt it was a strong offer. However, I was told that I lost out because other buyers had brokers representing them and submitted a Purchase Agreement with a security deposit. When I pressed further, I learned that the Purchase Agreement (with the deposit in escrow) was still contingent on due diligence, which, to me, sounds very similar to an LOI. The seller ultimately chose that path. This struck me as unusual. Has anyone else encountered this dynamic, where a buyer submits a Purchase Agreement + deposit even though the process was supposed to be LOI-driven? Or does this sound like something odd is going on? There were a few other quirks about the deal that I can’t share for confidentiality reasons, but I’d love to hear if others have run into this. For context, this deal was in Florida.
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commentor profile
Reply by a professional
from University of Michigan in Detroit, MI, USA
Hi ^redacted‌, I have seen this before. Typically, this is how a RE deal runs. PSA first. Diligence second. When RE brokers dip their toes in the business brokerage waters, they often want to use the same approach. However, it's far from ideal. As Brad states above, whatever purchase agreement is drafted at that stage is likely going to change. My advice is to stick to what you're doing. And think twice before putting down a good faith deposit--make sure that deposit is fully refundable. Some brokers try and claim it as liquidated damages if the buyers decides not to proceed after diligence. Happy to discuss further. You can reach me at redacted
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Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
It is pretty hard to do a purchase agreement at the LOI stage. It could be the other buyer was further along in the process. Whatever purchase agreement you put out that early is likely to change once you start due diligence.
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