Terms sheets are a staple of sophisticated commercial transactions, memorializing the broad terms of a prospective agreement and setting the groundwork for further negotiations. Term sheets can vary widely in form depending on the nature and scope of the transaction. Critically, term sheets can also vary in their enforceability—some being binding, some nonbinding or some combination of the two. When deals run into trouble, or fall apart completely, litigants will often invoke the term sheet to seek damages sounding in breach of contract and other related causes of action. The Commercial Division of the New York Supreme Court has recently had opportunities to consider such claims and have analyzed when, and to what extent, a term sheet is binding and enforceable. Importantly, while a term sheet may have language that expressly states it is nonbinding, the court's analysis will not stop there if other language, facts or circumstances suggest otherwise.