SYNOPSIS: In an action by plaintiff former officer/director of defendant corporation seeking indemnification, the corporation appealed from a summary judgment of the New Castle Chancery Court (Delaware) allowing relief for expenses incurred in defending a criminal proceeding. The officer/director cross-appealed the failure to allow indemnification for attorneys' fees incurred in the indemnification action and the disallowance of certain claims.
-The officer/director's performance of investment banking-related responsibilities for the corporation led to an investigation by the Securities and Exchange Commission, his firing, and criminal charges that were ultimately resolved in the officer/director's favor.
-An arbitration of the corporation's breach of contract claims against the officer/director resulted in rulings in favor of each side, depending on the claim.
-The officer/director ultimately sought indemnification for his criminal defense and arbitration expenses pursuant to Del. Code Ann. tit. 8, § 145.
The supreme court held that his claim was not time-barred, because it was governed by the general statute of limitations of Del. Code Ann. tit. 10, § 8106, not the shorter limitations period applicable to claims for unpaid wages, and that the officer/director's recoverable expenses included the attorneys' fees incurred in the action seeking indemnification.
It agreed with the trial court, however, that the officer/director could not recover for expenses incurred in the arbitration proceeding, because those were claims made against him in a personal capacity.
Liability must result from actions by the officer in his official capacity (here it did not).
OUTCOME: The supreme court affirmed the summary judgment except for the denial of indemnification for attorneys' fees, and reversed and remanded as to that portion of the cross-appeal.
Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?