Few traders and brokers realize that the Letter of Intent is not a standard document in International Trade. When "LOI" is used, it actually refers to the Letter of Indemnity. This is standard usage of the term and has been for decades. The Letter of Intent (hereafter referred to as LOI) is often used in specific domestic trades, such as in real estate or corporate mergers, but it has no standard usage in International Trade itself.
The long and short of the story, is that the court, after scrutinizing not only the Memorandum, but also the wordings of the press releases and other documents that Getty Oil and Pennzoil had issued over the course of their dealings, found Getty Oil to be "in breach" of the Memorandum of Agreement _ the document the parties had viewed as a letter of intent. Thus, a document (the letter of intent) that the parties had started out viewing as non_binding and unenforceable, had changed from being that, to being a final agreement! Pennzoil, on the other hand, ended up with บǒ billion (later settled for ū billion) from Texaco for interfering in its deal with Getty Oil.