In order to establish standing, the Term Lenders must show that they held a legally protected interest in the Credit Agreement that was injured by the Revolving Lenders. Under New York law, the Term Lenders may have standing to enforce a promise made in the Credit Agreement if either:

The Term Lenders argued that they were the intended beneficiaries of the Revolving Lenders' promise to lend to the Borrowers. Specifically, the Term Lenders cited section 10.6(a) of the Credit Agreement that said "the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns." They claimed this meant that all parties to the Credit Agreement were intended beneficiaries of all provisions of the Credit Agreement. The Eleventh Circuit rejected this argument saying the broad language did not clearly show the parities' intent for the Term Lenders to enforce or benefit from the promise of the Revolving Lenders to fund the Borrowers' Revolving Loan.

Secondly, the Term Lenders argued that under the terms of the Disbursement Agreement, proceeds of Revolving Loans were paid into a bank proceeds account (Account) and could not be withdrawn by the Borrowers until certain conditions were met. During that time, the Term Lenders benefited from increased collateral securing their loans since the Term Lenders held a ratable security interest in the funds in the Account. Because of this, the Term Lenders argued they were intended beneficiaries of the Revolving Loans while the funds were in the Account. Here also, the Eleventh Circuit found no express intention of the parties that the Term Lenders be beneficiaries of the Revolving Lenders' promise to fund the Borrowers' Revolving Loan. Even though they may have indirectly benefited from a promise between the Revolving Lenders and the Borrowers, that made them incidental beneficiaries rather than intended beneficiaries. The Eleventh Circuit said, as incidental beneficiaries, the Term Lenders are not in a position to require the performance of the Revolving Lenders.

Additionally, the Eleventh Circuit found that the Term Lenders were clearly not the only party able to recover for the breach since the Borrowers could recover also. Therefore, the Eleventh Circuit concluded that the Term Lenders lacked standing to enforce the Credit Agreement, and affirmed the District Court's dismissal of the Term Lenders' breach of contract claims.

The Borrowers asserted that the Revolving Lenders broke their promise to fund the project when they rejected the Borrowers' request for funds based on their interpretation that the Credit Agreement disallowed the simultaneous request of funds.

The Revolving Lenders argued that the Credit Agreement established a sequential funding process in which the Revolving Loans were the last to be funded to the Borrowers. They asserted that the simultaneous request for the total amount of funds from both the Delay Draw Term Loans and Revolving Loans was not allowed under the Credit Agreement. This was because under the funding scheme in the Credit Agreement, part of the Delay Draw Term Loans are used to repay the Revolving Loans. The Borrowers disagreed and presented several proofs to bolster their claim that the phrase "fully drawn" in the Credit Agreement meant "fully requested."

The Eleventh Circuit concluded that there was a reasonable basis for disagreement over the interpretation of the Credit Agreement. Due to this ambiguity, the Eleventh Court affirmed the District Court's denial of the Borrowers' request for turnover of the loan proceeds and specific performance by the Revolving Lenders by funding the Revolving Loans.