Conditional Letters of Intent in Public Tenders: No Enforceable Rights, Limited Judicial Review, and Quantum Meruit Compensation

1. Introduction

The Supreme Court of India’s decision in State of Himachal Pradesh & Anr. v. M/s OASYS Cybernetics Pvt. Ltd., 2025 INSC 1355 (24 November 2025), is a significant judgment in public procurement law. It clarifies:

• the legal status of a conditional Letter of Intent (LoI) in government tenders,
• the limits of judicial review over cancellation of such LoIs, and
• the availability of equitable compensation on a quantum meruit basis where a bidder has partly performed before a formal contract is concluded.

The case arose from a tender by the State of Himachal Pradesh for upgraded electronic Point-of-Sale (ePoS) devices with biometric and iris capabilities, to modernise the Aadhaar-enabled Public Distribution System (AePDS). After four rounds of tendering, an LoI was issued in favour of the respondent, OASYS. Several months later, without reasons in the cancellation communication, the State cancelled the LoI and decided to call a fresh tender.

The Himachal Pradesh High Court quashed the cancellation as arbitrary and directed the State to proceed with the LoI. On appeal, the Supreme Court reversed the High Court, upheld the State’s power to cancel the LoI, but innovatively directed quantum meruit reimbursement for assets and services actually utilised by the State during pilot/demonstration stages.

2. Factual Background

2.1 Evolution of the ePoS project

• In 2017, the State’s Food, Civil Supplies and Consumer Affairs Department engaged the respondent on a rental model for supply and maintenance of ePoS devices at Fair Price Shops (FPS).
• By 2021–22, the State sought to upgrade to enhanced ePoS devices with biometric and IRIS facilities and possible integration with electronic weighing scales, to implement an Aadhaar-enabled PDS.
• An Expression of Interest (EoI) was issued on 23.04.2021, followed by four successive tenders in 2021–22. Multiple rounds failed because bidders were not technically compliant, or the State wished to avoid a single-vendor situation.

2.2 The fourth tender and the Letter of Intent

• The fourth tender (25.03.2022) again had a small field of bidders, including OASYS and Linkwell Telesystems (Visiontek).
• OASYS emerged as the sole technically qualified bidder. Given repeated failures and the need to maintain continuity of ration distribution, the State approved opening of OASYS’s financial bid.
• After negotiations, a rental rate of ₹1,050 per FPS per month was agreed, and an LoI was issued on 02.09.2022 for five years, on a service/rental model similar to the earlier 2017 arrangement.

2.3 Conditional nature of the LoI

The LoI was explicitly conditional. It required OASYS to:

1. Undertake compatibility testing of proposed devices with NIC software (preferably at NICSI, Hyderabad).
2. Give a live demonstration of upgraded ePoS devices integrated with NIC software at the Directorate in Shimla.
3. Execute an agreement and receive a final award only after successful demonstration as per tender specifications.
4. Furnish MRP/landing cost of devices and major components.

The LoI thus contemplated further stages before any “final award letter” or contract would be issued.

2.4 Post-LoI correspondence and complaint

• OASYS acknowledged the LoI and began interacting with the Department. The Department asked it to prepare for deployment so that transition after December 2022 (expiry of old contract) would be smooth.
• Between September and December 2022, the Department repeatedly asked for detailed cost break-up, which, according to the State, was not adequately provided.
• 03.01.2023: Linkwell Telesystems, an unsuccessful bidder, complained that OASYS (or its predecessor M/s Omne Agate Systems Pvt. Ltd.) had been blacklisted in Andhra Pradesh and Madhya Pradesh, and had suppressed these facts in the tender process.
• The Department did not immediately act on the complaint, and continued to seek an action plan and deployment schedule from OASYS during April–May 2023.
• OASYS claimed it had:
  • manufactured a large stock of devices,
  • developed integration with weighing scales,
  • conducted successful demonstrations, and
  • incurred substantial costs (hardware, SIMs, logistics, training).

2.5 Cancellation and litigation

• 06.06.2023: The Department issued a one-line Cancellation Letter cancelling the LoI “with immediate effect” and announcing that a fresh tender would be invited. No reasons were stated.
• Internal noting (12.05.2023) recorded the Chief Minister’s direction to invite a fresh tender “keeping in view of irregularities”.
• A fresh EoI was issued soon after.
• OASYS made a representation (16.06.2023), which was not accepted, and then filed a writ petition before the Himachal Pradesh High Court.

2.6 High Court’s decision

The High Court:

• Quashed the Cancellation Letter as arbitrary and unreasoned.
• Held that the State’s subsequent grounds (blacklisting complaint, alleged non-performance) were not in the cancellation order and were contradicted by contemporaneous correspondence acknowledging progress.
• Viewed the LoI as having effectively crystallised into an enforceable arrangement, as the State had:
  • treated OASYS as the chosen vendor for months,
  • directed it to proceed with deployment and training, and
  • allowed it to incur substantial costs.
• Directed the State to proceed further on the basis of the LoI and complete necessary steps within six weeks.

The State appealed to the Supreme Court. Interim orders stayed execution of the High Court’s directions.

3. Key Legal Issues

The Supreme Court framed two principal issues:

1. Nature of the LoI: Did the LoI dated 02.09.2022 create any binding or enforceable rights in favour of OASYS, or was it a conditional, pre-award communication pending fulfilment of pre-requisites?
2. Legality of cancellation: Was the State’s decision dated 06.06.2023 cancelling the LoI arbitrary, unreasoned, or violative of natural justice, warranting judicial interference?

4. Summary of the Judgment

The Supreme Court, per Surya Kant, CJI (for a three-Judge Bench), held:

1. The LoI was explicitly conditional and did not create any binding contractual rights. No concluded contract arose in the absence of completion of stipulated preconditions, execution of a formal agreement, and issuance of a final award letter.
2. While the Cancellation Letter was terse and unreasoned on its face, the Court examined the contemporaneous record and concluded that:
   • the blacklisting complaint was not a valid ground, but
   • OASYS’s non-compliance with preconditions (compatibility testing, live demonstration certification, and detailed cost disclosure) was a bona fide and relevant basis for cancellation.
3. The cancellation therefore did not suffer from arbitrariness, mala fides or such procedural unfairness as to justify quashing it in writ jurisdiction.
4. The High Court erred in:
   • treating the LoI as a concluded contract, and
   • compelling the State to proceed with it, effectively enforcing a pre-contractual instrument.
5. The Supreme Court:
   • Allowed the appeal,
   • Set aside the High Court’s judgment,
   • Upheld the State’s decision to cancel the LoI, but at the same time
   • Set aside the EoI that had been issued immediately after cancellation, and directed a fresh tender process.
6. Crucially, the Court crafted an equitable remedy:
   • Directed the State to conduct a Fact-Finding Enquiry with OASYS to identify devices, components, and services actually produced, supplied, or utilised during pilot/demonstration.
   • Directed the State to reimburse the verified cost and installation expenses on the principle of quantum meruit within three months.
   • Declared that all such hardware/software infrastructure so used would vest in the State free of encumbrances.
   • Barred any further claims by OASYS for loss of profit, expectation, or consequential damages.

5. Detailed Analysis

5.1 Precedents on the legal status of Letters of Intent

The Court anchored its analysis in a line of decisions holding that a Letter of Intent is ordinarily not a contract, but a step towards one:

• Rajasthan Cooperative Dairy Federation Ltd. v. Maha Laxmi Mingrate Marketing Service (P) Ltd., (1996) 10 SCC 405.
• Dresser Rand S.A. v. Bindal Agro Chem Ltd., (2006) 1 SCC 751.
• Level 9 Biz Pvt. Ltd. v. HP Housing & Urban Development Authority, 2024 SCC OnLine SC 480.

In Dresser Rand, the Court clarified that a letter of intent merely indicates a party's intention to enter into a contract and is not intended to bind either party to a contract unless conditions are fulfilled.

Building on this, the Court in the present case reiterated a key doctrinal point:

• An LoI is a “promise in embryo”: it may mature into a contract only upon fulfilment of stipulated preconditions or issuance of a formal Letter of Acceptance (LoA).
• A bidder’s commercial expectation that a contract will follow does not translate into a juridical entitlement.
• To treat an LoI as binding, in spite of unfulfilled preconditions, would improperly bind the State in contract before it has chosen to be bound.

Applied to the facts, the Court found the conditionality of the LoI to be “beyond doubt”: testing, live demonstration, cost disclosure, and execution of a final agreement were stipulated as conditions precedent.

Thus, the Court held Issue I in the negative: the LoI did not create enforceable rights for OASYS.

5.2 Judicial review in tender matters: Tata Cellular line of cases

On the scope of judicial review in contractual and tender-related matters, the Court relied on the established framework starting with:

• Tata Cellular v. Union Of India, (1994) 6 SCC 651;
• Jagdish Mandal v. State of Orissa, (2007) 14 SCC 517;
• M.P. Power Management Co. Ltd. v. Sky Power Southeast Solar India Pvt. Ltd., (2023) 2 SCC 703; and
• Subodh Kumar Singh Rathour v. Chief Executive Officer, 2024 SCC OnLine SC 1682.

The principles distilled and applied include:

• Courts review the decision-making process, not the merits of the commercial decision itself.
• Judicial review is confined to checking for:
  • illegality (acting without or beyond legal authority),
  • irrationality (Wednesbury unreasonableness; a decision that no reasonable authority could have taken),
  • mala fides or collateral purposes, and
  • procedural impropriety or breach of natural justice.
• The State must enjoy a “freedom of contract” and a “fair play in the joints” in economic and policy decisions.

The Court stressed that public interest often demands caution in judicial intervention: cancelling or re-tendering itself can be an aspect of public interest, particularly when transparency and competition are enhanced rather than subverted.

5.3 Reading an unreasoned order with the file: reasons, post-facto rationalisation, and the High Court’s error

The Cancellation Letter did not articulate reasons. The Court acknowledged that, prima facie, this can appear arbitrary. However, it invoked the principle that:

• Administrative orders are to be read in conjunction with the contemporaneous record (file notings, internal minutes, etc.).
• Reasons need not appear verbatim in the external communication if they can be clearly discerned from the file.
• But authorities may not indulge in post-facto rationalisation: fresh or fabricated reasons later cannot cure an otherwise unreasoned and arbitrary action.

The Court distinguished between:

• Elucidation of pre-existing reasons documented at the time of decision; and
• Inventing new grounds later to justify a decision already taken.

In the Court’s view, the High Court:

• Rightly noted the absence of stated reasons, but
• Then made a limited and hurried enquiry into the State’s file-based explanations, dismissing them on the basis of selected factual contradictions, without fully engaging with the administrative context.

The Supreme Court suggested a “two-step” remedial approach as more appropriate in such situations:

1. First, hold that the cancellation is vitiated for want of reasons or violation of procedural fairness.
2. Second, remit the matter to the competent authority to reconsider and pass a fresh, reasoned order after giving due opportunity to the affected bidder.

However, given the passage of nearly two years since cancellation and four years since the initial EoI—affecting a welfare-critical PDS project—the Court held that remand was now impracticable and took it upon itself to test the substantive validity of the State’s contemporaneous reasons.

5.4 First ground examined: the blacklisting complaint

The State relied on Linkwell’s complaint that OASYS (or its predecessor, Omne Agate Systems Pvt. Ltd.) had been blacklisted in Andhra Pradesh and Madhya Pradesh, allegedly suppressed in the tender declarations. The Supreme Court rejected this justification for several reasons:

1. Prior High Court adjudication:
   An identical contention by Linkwell had been raised in an earlier writ petition (CWP No. 5562 of 2022), decided on 12.12.2022, where it was repelled by the High Court. The State did not challenge that judgment, so it attained finality. Having defended its process then, the State could not now rely on the same complaint to justify cancellation.
   
   The Court emphasised that the State, as a continuing juristic entity, must maintain consistency in its legal position. Its stance cannot legitimately oscillate with political or personnel changes.
2. Interpretation of the blacklisting clause:
   Clause 5.13.1 of the tender required bidders to declare that they were not blacklisted as on the date of bid submission. The Court read this as referring to subsisting disqualifications, not historical or lapsed ones.
   
   Even assuming the correctness of the alleged blacklisting, the debarments had expired before the bid date. Hence, OASYS’s declaration was factually correct and legally compliant.
3. No perpetual bar:
   To treat past, exhausted blacklisting as a permanent disqualification would stretch the clause beyond its text and purpose, effectively creating a lifetime disability never contemplated in the tender.

Accordingly, the blacklisting complaint, though part of the file, could not be a valid basis for cancellation.

5.5 Second ground examined: non-compliance with LoI preconditions

The core surviving basis for cancellation was the alleged non-compliance with the LoI’s preconditions. The Court examined this in detail and sided with the State.

Key points:

• The LoI required:
  • Compatibility testing with NIC software,
  • Live demonstration at the Directorate, and
  • Detailed, itemised cost/MRP disclosure (as cross-referenced to Clause 4.9(m) of the RFP).
• The record showed repeated reminders by the Department (28.09.2022, 22.12.2022) seeking full cost details and completion of technical formalities.
• The Court found that:
  • OASYS did not provide the complete itemised cost breakup as mandated.
  • Compatibility testing at NIC Hyderabad and a duly certified live demonstration were not established on record to the State’s satisfaction.
• While OASYS claimed to have:
  • manufactured over 5,000 devices,
  • activated SIMs,
  • developed and tested integrations, and
  • conducted training,
  the Court characterised these steps as largely unilateral, anticipatory actions not necessarily equating to formal compliance with the preconditions.

The Court observed that OASYS’s actions reflected “commercial impatience rather than contractual compliance” – essentially, putting the cart before the horse. The intended sequence (test–demonstrate–accept–contract) was not followed to completion.

The Department’s stance remained consistent with the LoI’s conditional nature:

• No Letter of Acceptance was issued.
• No agreement was executed.
• No contract payments were made under the new arrangement.

The High Court, in contrast, conflated “taking steps” with “taking the right steps”, treating OASYS’s preparatory work as proof of compliance. The Supreme Court held that compliance must be with the LoI and RFP terms, not with a bidder’s self-chosen course of performance.

Moreover, the doctrine of approbate and reprobate was applied: having accepted the LoI and its conditions, OASYS could not:

• embrace the benefits (being declared successful and authorised to proceed), and simultaneously
• deny the burdens (completing the preconditions before a contract arose).

5.6 Was the cancellation arbitrary under Article 14?

Having rejected blacklisting but accepted non-compliance as a valid basis, the Court turned to the central constitutional question: was the cancellation arbitrary, irrational, or mala fide?

The Court’s reasoning:

• The State’s concerns – about incomplete testing, lack of compliance with technical specifications, and the risk of deploying devices potentially incompatible with NIC’s national AePDS architecture – were eminently relevant considerations.
• Correspondence showed the State was actively attempting to secure compliance before finally deciding that continuation was not tenable.
• Administrative deliberation, in which the Department continues to communicate with the bidder while assessing viability, does not equate to bad faith or duplicity.
• No evidence of favouritism, corruption, or collateral motive was shown. The cancellation led to an open re-tender, not an undisclosed direct award to some other party.
• Given that cancellation increased transparency and competition, courts must be especially cautious before imputing mala fides.

The doctrine of legitimate expectation was also considered and rejected:

• Legitimate expectation requires a clear and unambiguous representation of a benefit to be conferred.
• Here, the LoI’s explicit conditionality negated any such clear assurance. The very terms warned that the process was provisional.
• Thus, the bidder’s commercial hope that the contract would be finalised did not amount to an enforceable legitimate expectation.

The Court concluded that the decision to cancel the LoI was:

• bona fide,
• founded on relevant considerations, and
• within the zone of permissible administrative discretion in public procurement.

Accordingly, Issue II was also answered in the negative: the cancellation did not warrant judicial interference.

5.7 Quantum meruit and equitable relief: a significant remedial development

Although it upheld the State’s right to cancel the LoI, the Court did not ignore the reality that OASYS had:

• manufactured devices,
• supplied pilot batches,
• developed software integrations, and
• possibly had its devices and services actually used or appropriated by the State in pilot/demonstration stages.

To avoid unjust enrichment by the State, the Court invoked the equitable doctrine of quantum meruit.

5.7.1 What the Court directed

1. Fact-Finding Enquiry: The State must conduct an enquiry, in association with OASYS, to:
   • catalogue all ePoS devices, components, and allied services produced or supplied pursuant to the LoI, and
   • ascertain which of these were actually utilised or taken over by the Department during pilot/demonstration.
2. Assessment of value and reimbursement:
   • The State must assess the value and installation costs of such utilised hardware/services, and
   • Reimburse OASYS the verified costs and expenses on a quantum meruit basis within three months.
3. Vesting of assets:
   • All machinery, devices, technology, software etc. that were handed over, integrated, or used during pilot/demonstration stages shall vest in the State free of encumbrances, subject to such reimbursement.
   • The State may either deploy them for public use or dispose them per policy.
4. Limitation of liability:
   • No further claim by OASYS for loss of profit, expectation, or consequential damages would survive beyond this equitable reimbursement.

5.7.2 Significance

This remedy represents a notable doctrinal articulation in the context of government tenders:

• Even where there is no concluded contract, and the State lawfully cancels a provisional LoI, the bidder may receive equitable compensation for tangible work or assets actually appropriated by the State.
• It expressly recognises that a strict application of “no contract – no damages” may produce unjust enrichment in favour of the State.
• At the same time, the Court sharply limits exposure by disallowing:
  • loss of profits,
  • expectation damages, or
  • broad consequential claims.
  Only direct, provable, appropriated expense is compensable.

This is perhaps the most forward-looking remedial contribution of the judgment: it balances the State’s freedom to cancel a non-binding LoI with an obligation to pay for what it has actually used.

5.8 Public interest, PDS, and technological governance

In its epilogue, the Court underscored that this litigation is not merely commercial; it arises from a project to ensure:

• efficient and transparent distribution of foodgrains under the PDS, and
• timely implementation of an Aadhaar-enabled, technology-driven welfare infrastructure.

The Court observed that delays or derailment in such projects eventually harm the most vulnerable citizens, for whom the PDS is “the thin line between sustenance and deprivation”.

Key normative messages:

• All stakeholders—government departments, technical partners (like NIC), and private vendors—must treat such tenders with special seriousness given their human impact.
• Administrative caution must be combined with technological rigor to ensure that modernisation does not drift away from its moral anchor: service to the poorest.
• Future procurements underpinning welfare delivery should be executed with coherence, foresight, and accountability, so that:
  • legality,
  • efficiency, and
  • compassion
  operate in concert.

6. Impact and Implications

6.1 For government authorities and tendering agencies

1. Drafting and use of LoIs:
   • This judgment reaffirms that a clearly conditional LoI will not, without more, create enforceable contractual rights.
   • Authorities should continue to:
     • express conditionality in unmistakable terms, and
     • structure tender stages (technical validation, demonstrations, commercial negotiation, LoA) with clarity.
2. Importance of reasoned decisions:
   • While the Court ultimately upheld the cancellation, it signalled that unreasoned orders are vulnerable and ideally should lead to remand for fresh, reasoned decision-making.
   • Departments should ensure that:
     • reasons are contemporaneously recorded in the file, and
     • where possible, basic reasons are also reflected in the external communication.
3. Consistency and prior litigation:
   • Once a State node has defended a process and a court has ruled in its favour (e.g., rejecting a blacklisting challenge), the State cannot later adopt inconsistent positions based on the same facts.
   • Legal positions of the State must be treated as institutional, not personality-driven.
4. Managing equitable exposure:
   • Authorities now face a structured risk: if they use devices/services supplied under a non-concluded LoI, they may owe quantum meruit compensation.
   • They should:
     • avoid appropriating substantial pilot assets unless reasonably likely to proceed, and
     • keep clear records of what was used, where, and for how long, to facilitate any future reconciliation.

6.2 For bidders and contractors

1. Expectation management under LoIs:
   • Bidders must internalise that conditional LoIs create no vested right to a contract.
   • Investments made before fulfilment of preconditions and execution of an LoA are undertaken at a commercial risk.
2. Compliance, not just readiness:
   • Preparatory performance (manufacturing stock, training, etc.) does not substitute for formal compliance with the tendered preconditions (testing, certifications, documentation).
   • Bidders should insist on:
     • clear records or certifications of compatibility tests and demonstrations, and
     • documented acknowledgement of receipt and acceptance of cost breakups.
3. Blacklisting disclosures:
   • Where tender clauses ask about blacklisting “as on the date of bid submission”, bidders are obliged to disclose only subsisting debarments, not every historical episode.
   • However, prudent bidders may still choose to disclose past issues with an explanation, to avoid later allegations of suppression.
4. Remedies on cancellation:
   • This judgment indicates that, even absent a contract, bidders may pursue limited restitutionary relief for assets and services actually appropriated by the State.
   • They should:
     • preserve documentation of deliveries, pilot use, and integration work, and
     • be prepared to participate in fact-finding exercises to quantify quantum meruit claims.

6.3 For courts exercising judicial review in tender disputes

• The decision reinforces that courts should not:
  • treat LoIs as automatically binding contracts, or
  • effectively grant specific performance of a non-concluded instrument through writs.
• When faced with an unreasoned administrative cancellation:
  • the more appropriate course is often to set aside the order for lack of reasons and remit for a fresh, duly reasoned decision, rather than to compel continuation of a provisional process;
  • exceptions may be made where the passage of time and public interest justify the appellate court directly deciding validity on the basis of the record.
• Courts must be alert to:
  • the distinction between contemporaneous reasons and post-hoc justifications, and
  • the need to prevent misuse of “public interest” rhetoric as a cover for arbitrary decisions, while also respecting genuine policy and technological concerns.

7. Simplified Explanation of Key Legal Concepts

7.1 Letter of Intent (LoI) vs Letter of Acceptance (LoA)

• LoI: A document stating that the authority intends to award a contract to a bidder, usually subject to conditions (e.g., technical tests, approvals). It is normally a pre-contractual instrument.
• LoA: A formal, unconditional acceptance of the bidder’s offer. Together with the tender and bid, it usually creates a binding contract.

7.2 Arbitrary State action under Article 14

Article 14 of the Constitution prohibits the State from acting arbitrarily. In tender matters, State action is arbitrary if it is:

• without any rational basis,
• based on irrelevant considerations, or
• so unreasonable that no sensible authority would have taken that decision.

7.3 Judicial review in tenders

Courts do not decide whether the State made the best commercial decision. They only check whether:

• the right process was followed,
• the decision-maker had authority,
• relevant factors were considered, and
• the outcome was not blatantly irrational or mala fide.

7.4 Blacklisting

“Blacklisting” means officially debarring a contractor from participating in future tenders for a defined period, usually because of misconduct or serious default. Once the period ends, the disability normally ceases unless the tender imposes additional restrictions.

7.5 Legitimate Expectation

A person has a “legitimate expectation” when:

• the State has made a clear and consistent promise or has followed a regular practice, and
• the person has relied on it to his detriment.

It does not create enforceable rights where the State has expressly said the arrangement is provisional or conditional.

7.6 Quantum meruit

“Quantum meruit” literally means “as much as he has earned”. In law, it allows a person to claim reasonable compensation for work done or goods supplied when:

• there is no valid contract, or
• a contract for the future does not materialise,

but the other party has actually benefited from the work or goods. Here, the Court applied quantum meruit to ensure the State pays for what it has used, even though no final contract came into existence.

7.7 PDS, AePDS and ePoS

• PDS (Public Distribution System): A government programme to sell essential commodities like foodgrains at subsidised prices to eligible citizens.
• AePDS (Aadhaar-enabled PDS): An Aadhaar-based system to authenticate beneficiaries and reduce leakages in PDS.
• ePoS (electronic Point-of-Sale): Devices installed at Fair Price Shops to record transactions, authenticate beneficiaries (e.g., via biometrics/IRIS), and integrate with centralised databases.

8. Conclusion

This judgment lays down and reinforces several important legal principles in the field of public procurement:

1. A conditional Letter of Intent does not create enforceable contractual rights until preconditions are satisfied and a formal acceptance/contract is executed.
2. State decisions to cancel an LoI, though subject to Article 14, will be upheld if:
   • they are based on relevant, contemporaneous reasons (here, non-compliance with preconditions and concerns about technical compatibility),
   • they are free of mala fides, and
   • they enhance, rather than undermine, transparency and competition.
3. Courts must be cautious not to convert provisional understandings into enforceable contracts via writ directions, especially where the tender terms themselves prescribe a sequenced, conditional process.
4. At the same time, the judgment innovatively holds that where the State has actually appropriated goods/services supplied under a non-concluded LoI, the bidder is entitled to quantum meruit compensation, with the State owning the assets thereafter.
5. The decision emphasises the human and welfare dimension of technology-driven procurement in PDS and calls for coherent, accountable administration that balances legality, efficiency, and compassion.

In sum, State of Himachal Pradesh v. OASYS Cybernetics confirms the State’s contractual freedom to withdraw from a conditional LoI while imposing a concomitant equitable duty to pay for benefits already taken. It will serve as a benchmark decision on the status of LoIs, the scope of judicial review in public tenders, and the contours of restitutionary relief in pre-contractual settings.