LUIGI CRISPO V. ELON R. MUSK, X HOLDINGS I, INC., AND X HOLDINGS II, INC

LEGAL ANALYSIS The Delaware Supreme Court has held that, to be entitled to mootness fees, a plaintiff must demonstrate that: (i) "the suit was meritorious when filed;" (ii) the action that produced the benefit to the corporation "was taken by the defendants before a judicial resolution was achieved;" and (iii) "the resulting corporate benefit was causally related to the lawsuit. Because the first issue is dispositive, the court does not reach the issue of causation. Plaintiff invokes the general/specific canon of contractual interpretation to argue that the Lost-Premium Provision reflects the parties' intent to make stockholders third-party beneficiaries for the purpose of recovering lost-premium damages.26 Defendants dispute this, citing the Merger Agreement's no- third-partybeneficiaries provision and the general reticence of Delaware law to extend third-party beneficiary status to stockholders under corporate contracts.27 They also point to secondary authorities reflecting transactional attorneys' belief that provisions like the Lost-Premium Provision were intended to rebalance the negotiation leverage threatened by Consolidated Edison, Inc. v. Northeast Utilities ("Con Eđ^ while simultaneously avoiding the inefficiencies associated with granting stockholders thirdparty beneficiary status.29 The court's analysis of the parties' competing contractual interpretations proceeds in four parts. [...]the court discusses considerations under Delaware law unique to stockholders claiming third-party beneficiary status. [...]the court discusses the LostPremium Provision and situates it in the context of Con Ed provisions. [...]the court addresses whether the Lost-Premium Provision grants stockholders third-party beneficiary status to seek lost-premium damages.