Brief Fact Summary. Plaintiff, Alfred Roven, sought advancement of money from Defendant, Citadel Holding Corp., to cover legal expenses as outlined in his indemnification agreement with Defendant.
Synopsis of Rule of Law. An agreement between a corporation and its officer to advance an officer money to cover legal expenses that arise from his position with the company is independent of whether the company is required to indemnify the officer and is consistent with other statutory provisions.
Issue. The issue is whether Defendant is required to advance Plaintiff for legal expenses incurred under the Section: 16(b) litigation.
Held. The Supreme Court of Delaware held that Defendant was required to advance Plaintiff the cost of the legal expenses, and is now responsible for the interest that has accrued. The issue is not whether Defendant is indemnifying Plaintiff, but rather whether the agreement requires Defendant to advance the costs of Plaintiff’s attorney’s fees. The plain language of the agreement does not exclude Section: 16(b) litigation.
Although the trial Court has some discretion in fixing the amount of interest where there has been inordinate delay caused by one of the parties, the determination of the date when payment was due is ordinarily a question of law.View Full Point of Law