Leafly’s top 6 THCA pre-rolls of 2025

Find the best THCA pre-rolls of 2025. Leafly reviewed popular THCA pre-rolls & chose the top picks for different needs & budgets.

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Cannabis Transactions: I ❤️ Letters of Intent

In cannabis contract negotiations, it’s common for the parties to execute an early-stage document called a letter of intent (“LOI”). An LOI may also be called a term sheet; naming it one over the other has no legal significance. I love these little agreements and today I will tell you why.

LOIs are used in most cannabis real estate and M&A transactions, but they can be used for any kind of contract negotiation. Parties typically circulate an LOI early on in a cannabis deal, when they are dialing in big-picture terms like purchase price and payment terms. Unless the LOI is completely binding (more on that below), it won’t contain many of the terms that find their way into final agreements, which are commonly referred to as “definitive agreements”. It will, however, include most or all of the high-level deal points.

In complex deals, you may see longer LOIs that include complex provisions, but even those are much more abbreviated than definitive agreements. In very simple deals, an LOI can be one or two pages; and in the simplest of deals, I’ll dump the high-level “LOI” terms into the body of an email, and proceed to drafting once we have a green light from the counterparty.

Overall, memorializing terms in a well-built LOI is often the most efficient way to proceed in dealmaking. Definitive agreements will flow naturally from a good LOI.

Reasons to have an LOI

Simply put, the odds of success in most deals increases, exponentially, when an LOI is used.

Related, a primary function of an LOI is to ensure the parties agree on key terms before spending outsized time and money on legal. There are few worse feelings in lawyering (and, I image, for a business) than drafting a suite of contracts, only to have the counterparty respond “this isn’t really what we agreed upon.” Nearly as deflating is to receive a fully lobotomized drafts in return, or even replacement agreements.

An LOI can also serve as an “offer” of sorts. This is more common when the parties are working through brokers, or have only had very preliminary discussions. Beware, though, of parties that routinely circulate LOIs without seeming to strike any deals; or who circulate LOIs boasting of other deals they have on deck. Often, these parties are not serious; or they may be collecting LOIs to try to raise funds off that paper. It’s effectively the same thing.

Finally, LOIs can be very effective in anchoring negotiated deal terms, at least to start. Nearly all LOIs will have an expiration date, which may keep a transaction afloat through that time.

Binding versus nonbinding versus hybrid LOIs

LOIs are usually nonbinding, or nonbinding with just a couple of binding terms (e.g., confidentiality, exclusivity). It’s very important, though, to be clear about the status of an agreement: state law varies on the enforceability of LOIs when the status is not clear. Like a binding LOI, a nonbinding LOI can also serve as extrinsic evidence in a dispute if a transaction goes south, including through drafting or execution errors in definitive agreements.

Hybrid LOIs, including those limited to confidentiality and exclusivity clauses, are most commonly tailored toward sellers in a real estate sale or M&A transaction, or lessors in lease LOIs. From the buyer/lessee’s point of view, these provisions can be paramount– a buyer can suffer by inking an LOI, only for a seller to sit on it while shopping for a better purchase price. Sometimes, payment will be required to lock in these terms.

As to binding LOIs, they are less common, more comprehensive, and more risky. By definition, a binding LOI lacks many of the terms in a definitive or “final” agreement (including even material terms). There is always risk that one side could simply stop negotiating definitive agreements following binding LOI execution, if that party feels the LOI benefits them where a definitive agreement will bring constraints.

Common problems in LOIs

Some of common problems we see with LOIs are as follows:

1. Sloppiness. Some companies will try to save on legal costs and repurpose old LOIs, and the result is a contract that may contain terms that don’t match the current deal or are inconsistent with what the parties thought they were signing. I don’t need to explain further why this is a problem.
2. Binding v. nonbinding Issues. This is exactly what I described above and can come back to haunt companies later. Courts have found LOIs to be binding where parties have disagreed on whether they were intended to be binding.
3. Failing to address regulatory concerns. Most cannabis industry transactions raise regulatory issues. I’ve seen many LOIs that need to be restructured to square with regulations. Nobody wants to ink an LOI only to have to propose material changes to the deal after the fact.
4. Failing to include material terms. I’ve seen some real beauties in LOI land, but even the worst LOIs typically address paramount issues like purchase price and how/when it is paid. However, there may be a host of other terms critical to the LOI issuer that are left out and that can cause headaches later. While LOIs shouldn’t be mind-numbing tomes, a half-assed or deficient LOI can be equally problematic.

Cannabis companies who use LOIs should consider working with attorneys who can put together simple yet sufficient LOIs. Having a good LOI can save a lot of time, legal fees, and headaches down the road. In most deals, it increases the chances of a closing significantly.

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Memorial Day — Honoring Those Who Served

Please join us in taking the day off to honor all who have served, so we can do things like have a Canna Law Blog and say whatever we want.

We will be back tomorrow with our regular programs.

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A journey through landrace cannabis in LA: From Mendocino to WeHo

After soaking in the terpene-rich atmosphere of The Madrones—a weed and wine resort in Mendocino County known for its curated landrace varietals from The Bohemian Chemist—I was inspired to bring that rare, heritage vibe back with me to Los Angeles. Why landrace strains matter Landrace cannabis strains are the untamed ancestors of today’s hybrid-dominated market. […]

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Leafly’s top 8 feminized seeds of 2025

Find the best feminized seeds of 2025. Leafly selected feminized seed strains with exciting genetics & chose what we think are the top picks.

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BREAKING NEWS: Oregon’s Ballot Measure 119 is Defeated

The Oregon District Court issued a ruling today whereby it “PERMANENTLY ENJOINS AND RESTRAINS” the OLCC and other State actors from enforcing Measure 119 against Bubble’s Hash and Ascend Dispensary, the plaintiffs that sued over BM 119’s constitutionality. You can view Judge Simon’s Opinion and Order here, and the Judgment here. BM 119 required most Oregon cannabis businesses to enter into labor peace agreements with approved unions, in order to renew or obtain licensure.

Although the ruling is tailored toward these two plaintiffs, the Court functionally enjoins OLCC and others from enforcing BM 119 across the board. The Court found that BM 119 failed under both the National Labor Relations Act and the First Amendment to the Constitution. We’ve long anticipated this ruling here on the blog, because it wasn’t a particularly close call.

I’m not going to recap the Court’s analysis—the Opinion and Order speaks for itself. I do want to emphasize what an irresponsible waste of time and money this whole thing was, and the undue stress it caused for many of our client licensees. As I previously explained:

You don’t have to be anti-union (I’m not) to think BM 119 was poorly conceived. I previously highlighted BM 119’s Constitutional and labor law exposure, and explained how this initiative arose after a stymied legislative effort by the United Food and Commercial Workers Local 555 (“UFCW 555”). The plaintiffs’ complaint traces this history thoroughly, including how UFCW 555 brought a failed recall effort against Representative Paul Hovey for having the stones to inquire whether its proposal was unconstitutional and could be preempted.

As expected, Judge Simons’ findings mirror those of Legislative Counsel in 2023 (see here and here). UFCW 555 should have accepted the reality that their goal wasn’t legally viable, rather than put the question to Oregon voters. Many voters likely checked “yes” on BM 119 without any appreciation of its fatal legal flaws, or its prior legislative rejection.

Unfortunately, the cannabis industry was caught flat-footed, and taxpayers ended up funding a defense of BM 119 which simply wasn’t viable. Today, the industry should thank Bubble Hash and Ascend Dispensary, and their stellar counsel at Fisher Phillips.

Please also stay tuned for updates from OLCC, which should explain that the LPA requirement is a goner, with license renewals and change in ownership applications proceeding as they did before this regrettable exercise.

For background on the BM 119 saga, check out the following:

• Oregon’s Ballot Measure 119: Time’s Almost Up
• Oregon Cannabis Roundup: Fall 2024
• New Rule, December 5: Oregon Cannabis Retailers, Processors, and Labor Peace Agreements
• Oregon Cannabis: Get Your OLCC Renewal or New Application in Before December 5^th
• Oregon Cannabis: State of the State (2024)
• Oregon Cannabis: Are Forced Labor Peace Agreements Unconstitutional? We’re About to Find Out.
• Oregon Labor Peace Agreements: Litigation Status, Your Options

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Shop military discounts and veteran-owned dispensaries this Memorial Day

This Memorial Day, honor America’s heroes by choosing to shop at a veteran-owned dispensary for all your long weekend needs.

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