But intentions are not binding contractual conditions. Nor need they lead up to binding contractual conditions. Moreover a letter expressing intent, in its form, does not adequately suggest what the appropriate response should be. Whereas a Request for Quotation / RFQ quite literally is a Request. For a Price Quotation. Hence the document's name, it meaning is expressed by it's name. Hence an appropriate response, for a vendor or supplier, is issuing a a price quote.
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.