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A letter of comfort, sometimes called a letter of intent, is a communication from a party to a contract to the other party that indicates an initial willingness to enter into a contractual obligation absent the elements of a legally enforceable contract.
Mind the 135-day Rule and the Dates for Delivery of the Comfort Letter. Accountants may provide negative assurance as to subsequent changes in specified financial statement items as of a date less than 135 days from the end of the most recent period for which the accountants have performed an audit or a review.
A letter of comfort is a written document that provides a level of assurance that an obligation will ultimately be met. A letter of comfort is often couched in vague wording, in order to prevent the issuer from being saddled with a legally enforceable obligation.
A comfort letter should be structured in a way that no unplanned legal formalities and unnecessary risks are added, and that all the statements made by the bank or organization should be valid and bear relevant facts and opinions.
A letter of comfort is typically couched in vague wording, in order to prevent the issuer from being saddled with a legally enforceable obligation. In many cases, a letter of comfort creates a moral obligation for the issuer rather than a legal one.
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Letters of comfort may be issued to give some assurance to the recipient (and to encourage the parties to enter into a particular commercial relationship or transaction) without the issuer having to formally guarantee the performance of the obligations of the relevant company.
Ensuring that these essential features of a contract are absent from a letter of comfort will go some way to negate contractual intent. Issuers of a letter of comfort would do well, however, to remember that the mere fact that a letter of comfort is not legally enforceable is not reason to issue one without thought.
They are not usually intended to be legally binding, but may give rise to legally binding obligations depending on the wording. Therefore, care is needed when drafting a comfort letter.

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