Potential liability in guaging the interest of potential partners?


I am nearing readiness to launch a site for which I am looking to bring on a couple of SMEs (existing market participants) as sweat equity partners. I am drafting a letter to gauge the interest of these potential partners in joining me.

You are not my lawyer, and when the time comes to formalize relationships I will of course engage professional services. However, at this preliminary stage, I don't believe that professional services are justified.

My question is whether or not I need to worry about the possibility that this inquiry of interest 1) may potentially be misconstrued as a binding offer of partnership, and 2) whether or not there is any specific language
that I can include in the communication to prevent any such misunderstanding.

Thanks for your advice

Legal Partnerships

asked Jun 24 '10 at 04:29
Mike In Philly
8 points
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2 Answers


I would think stating that this not an offer boldly in the text would help and that your looking for feedback on an idea. But I'm no marketer and so I'm not sure how you word that and drive interest. Perhaps a call to them instead and be less formal.

answered Jun 24 '10 at 05:20
John Bogrand
2,210 points


Yes, I would make sure to specifically write "this is not a binding offer, rather an inquiry of your interest" or something to that effect.

answered Jun 24 '10 at 05:21
Jeff Epstein
1,532 points
  • Jeffepp is closest to the informal advice I got from attorneys on an email list. Thanks to both of you – Mike In Philly 14 years ago
  • Good to know, since I am a trained attorney -- glad to see I still have it :) [never practiced] – Jeff Epstein 14 years ago

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