In Re G-I Holdings, Inc., 755 F.3d 195

Group of asbestos producers formed the Center to administer claims; Producer Agreement governs Center and members.
G-I Holdings breached by nonpayment; Center sought payments and other expenses; Former Members paid G-I’s share.
Section X of the Producer Agreement reserves breach rights to Center, Participating Producers, and certain insurers.
Center terminated G-I’s membership; G-I bankruptcy; Center sought recovery against G-I in bankruptcy proceedings.
Section XIV.4 allows ADR to enforce nonpayment; questions about whether Former Members may sue separately.
Settlement with G-I and Center did not explicitly include Former Members; potential double-recovery issues discussed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Section X permits Former Members to sue G-I for breach	Former Members allowed by Section X	Section X only targets third-party rights	Yes, Former Members may sue
Whether Former Members’ claims are direct or derivative	Claims are direct injuries to members	Claims are derivative of Center’s claim	Direct claims; not derivative
Whether Settlement creates impermissible double recovery	Settlement excludes Former Members’ claims	Settlement bars duplication	No double recovery; not included in settlement; allowed

GMG Capital Invs., LLC v. Athenian Venture Partners I, L.P., 36 A.3d 776 (Del. 2012) (priority to intentions; whole-contract interpretation)
E.I. du Pont de Nemours & Co. v. Shell Oil Co., 498 A.2d 1108 (Del. 1985) (interpret contract as whole; avoid illusory terms)
Tooley v. Donaldson, Lufkin & Jenrette, 845 A.2d 1031 (Del. 2004) (direct vs. derivative inquiry focuses on who benefits)
Allied Capital Corp. v. GC-Sun Holdings, L.P., 910 A.2d 1020 (Del. Ch. 2006) (avoid treating contract terms as surplusage)
Council of Dorset Condo. Apartments v. Gordon, 801 A.2d 1 (Del. 2002) (give meaning to every term; avoid conflict with overall scheme)