Legal Question in Business Law in California

It "smells" that way to me too, but whether it is or not will turn on all the facts and circumstances of your dealings with the REIT. So this is really not the kind of forum where you can get any reliable answer. You're going to have to take the whole story to an attorney who can give you an evaluation of all the facts and documentation you have and explain your rights and remedies to you.

If the LOI grants you enforceable rights to the property, you can pursue that. If it is simply, 'we'll think about you and maybe enter a contract', then there is nothing to enforce. The terms of the LOI determine your rights. If serious about consulting to get an actual opinion based upon the facts, contact me.

Letters of intent can be divided into two categories: those that are enforceable as contracts, and those that aren't. Judges and juries decide which are which based upon review not only of the written documents, but also surrounding facts and circumstances that tend to show that the parties intended the LOI to be a precis of an agreement that had been reached and required no more than fleshing out into full and formal language to be final, or whether no agreement had been reached because significant terms remained to be negotiated and/or the parties simply didn't evince any intent to be bound by the LOI.

Whether a letter of intent is binding or not is thus a question of fact to be determined (if it goes to trial) by the judge's or jury's finding as to the intent of the parties at the time.

The usual test or standard used by judges and explained to jurors is whether, at the time the LOI was signed, an intelligent and reasonable bystander with nothing to gain or lose, and with full knowledge of the negotiations, would have thought that the parties intended, then and there, that the LOI was binding upon them, or not.

Remember that even oral contracts can be binding. The issue is intent of the parties that the agreement - fully written out, LOI, or oral - is binding when made.