Is a letter of intent binding on a commercial lease in Texas?

Usually no, because almost every commercial lease LOI says it is nonbinding until a lease is signed, but a Texas court can enforce an LOI that holds every essential term and never says it is nonbinding. The confidentiality and exclusivity clauses are often binding on purpose, so read which paragraphs the LOI carves out before you sign it.

If you are about to sign your first LOI on a flex unit, it probably feels like a handshake on paper. It mostly is, and the few clauses that bind decide whether the unit you picked is still yours next month.

When does an LOI become a binding contract in Texas?

An LOI binds when it contains all the essential terms of the lease and shows that both sides meant to be bound without signing anything further.

For a flex lease the essential terms are the premises, the rent, the term, and the start date. An LOI that names all four with no nonbinding sentence is close enough to a lease that either side can argue it is one. The Texas statute of frauds requires a lease longer than one year to be in writing and signed, and a signed LOI is a signed writing, so that rule protects you less than people expect. Keep a sentence saying no one is bound to lease until both parties execute a lease.

Which parts of a commercial lease LOI are usually binding?

Confidentiality, exclusivity, and deposit terms are the clauses most often made binding, and rent, term, and finish-out are almost always left nonbinding.

LOI clause	Usually binding?	What it does to you
Rent, NNN estimate, escalations	No	Starting point for the lease draft, and either side can reopen it
Term, renewal options	No	Ask for renewal options here, while you have leverage
Finish-out and delivery condition	No	Anything missing here is hard to add later
Exclusivity or unit hold	Only if stated	Stops the landlord signing your unit with someone else until a set date
Confidentiality	Often	Keeps your rent and terms private, and it binds you too
Deposit paid with the LOI	Only if stated	Decides whether you get the money back if the deal dies

Does signing an LOI hold the unit for you?

No, unless the LOI has a binding hold or exclusivity clause that names the unit and an end date, so without one a landlord can sign a lease on the same bay with another tenant the week after you sign.

This matters most for the units that go first. Rockwall Flex Park has 30 units across nine buildings, and its 3,000 SF showroom units have glass storefronts with highway visibility, so if you want one of those or a specific end cap, write the unit number into the hold. Ask for a hold with a date on it, long enough to read and negotiate the lease draft. If the landlord wants a deposit to hold the unit, get the LOI to say when it comes back. Our post on flex space security deposits in Texas covers the rest.

What should an LOI say when the building isn't built yet?

A pre-lease LOI should name the unit, the delivery condition, a target delivery date, and an outside date with a remedy, because those four terms are the hardest to add once the landlord's lease form arrives.

Rockwall Flex Park broke ground in March 2026 and delivers Summer 2027, and McKinney Flex Park is in design and permitting with groundbreaking planned for Q4 2026. Early McKinney tenants can shape unit sizing and configuration before plans are final, so the LOI is where your agreed square footage and layout get written down. Say whether you get a shell or a finished office, and tie the term start to delivery as covered in how long a flex space lease should be.

Growth around McKinney is why a written hold is worth asking for. The city added 8,504 residents from July 2024 to July 2025, the tenth-largest numeric gain of any U.S. city, and nearby Celina grew 24.6%, the fastest rate in the country, per the U.S. Census Bureau's Vintage 2025 city estimates.

How does ScaleUp handle LOIs at Rockwall and McKinney?

Both parks lease on NNN terms, so our LOI sets a base rate and NNN estimate for a named unit, and [[CONFIRM: whether ScaleUp's LOI includes a binding unit hold, and for how many days]].

[[CONFIRM: whether ScaleUp takes a deposit at LOI or only at lease signing, and whether it is refundable if the lease is never signed]]. We build with 100% equity and no bank debt, so no lender has to approve the lease we draft from your LOI.

FAQ

Can a landlord lease the unit to someone else after you both sign an LOI?

Yes, unless the LOI contains a binding exclusivity or unit-hold clause with an end date. Without one, the landlord can lease the same unit to another tenant until your lease is executed.

Can you back out of a commercial lease LOI in Texas?

Usually yes, if the LOI says it is nonbinding until a lease is signed, and most do. The clauses the LOI marks as binding, such as confidentiality, exclusivity, or a deposit forfeiture term, still apply after you walk away.

Does an LOI have to be signed to count?

Yes, for its binding clauses to have force, and a Texas lease longer than one year must be in writing and signed under the statute of frauds. An unsigned LOI is a term sheet that commits neither side.