The Letter of Intent is a non_binding document of inquiry, stating one's interest and intent. The more appropriate document for an Importer to use when initiating contact with an Exporter or supplier is an RFQ _ Request for Quotation. Many brokers and new traders believe that the LOI establishes some sort of firm inquiry, nothing can be further from the truth. There is absolutely nothing binding whatsoever about an Letter of Intent because all that it does is to establishes an intention _ for example, I can sit down and write a letter of intent to buy the empire state building and it would be, utterly non binding.
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.