Is a letter of intent contractually binding? Can that bullet point list of negotiating terms in a letter of intent or memorandum of understanding become a binding contract? If the parties have indicated that they agree on them and agree to negotiate them to a full agreement, yes. In California, the leading case is Copeland v. Baskin Robbins U.S.A., 96 Cal. App. 4th 1251, 1253 (2002) (“Most jurisdictions which have considered the question have concluded a cause of action will lie for breach of a contract to negotiate the terms of an agreement”). If the parties do not want to create a duty to negotiate, some steps might include stating in the letter that it does not create a duty to negotiate, not signing the letter, and consulting with an attorney for other steps to avoid the duty to negotiate.