15 Cited authorities

Arnold v. Society for Sav. Bancorp, Inc.
678 A.2d 533 (Del. 1996) Cited 162 times
Holding that, under Delaware law, a corporation, as opposed to its directors and officers, could not be held liable for breach of the fiduciary duty of disclosure
Roberts v. Lomanto
112 Cal.App.4th 1553 (Cal. Ct. App. 2003) Cited 100 times
In Roberts v. Lomanto (2003) 112 Cal.App.4th 1553, for example, the broker, who agreed to buy the property from her client, could not escape from her role as fiduciary by assigning her purchase rights to a third party, and she therefore breached her duty to her client by refusing to disclose the amount of the assignment fee paid by the assignee.
Melnyk v. Robledo
64 Cal.App.3d 618 (Cal. Ct. App. 1976) Cited 157 times
Noting that "the trial court . . . is not bound by the itemization claimed in the attorney's affidavit"
Wilshire-Doheny Associates, Ltd. v. Shapiro
83 Cal.App.4th 1380 (Cal. Ct. App. 2000) Cited 48 times
In Wilshire, the trial court looked to the employees' actions in asserting the validity of the release in determining they were acting in their personal interest and not on behalf of the corporation.
Plate v. Sun-Diamond Growers
225 Cal.App.3d 1115 (Cal. Ct. App. 1990) Cited 21 times
Holding that the "question of whether a corporate agent . . . acted in good faith and for the best interests of the corporation appears to be an essentially factual question for the trial court"
Ford v. Cournale
36 Cal.App.3d 172 (Cal. Ct. App. 1973) Cited 28 times
In Ford v. Cournale (1973) 36 Cal.App.3d 172 (Ford), a purchaser of an apartment complex sued a real estate broker and salesman for fraud and misrepresentation for “puffing” the vacancy rate and income produced by the property.
Davidson v. Welch
270 Cal.App.2d 220 (Cal. Ct. App. 1969) Cited 26 times
In Davidson v. Welch (1969) 270 Cal.App.2d 220 (Davidson), the Court of Appeal applied Gray in the context of a noninsurance indemnity contract.
Rutherford v. Rideout Bank
11 Cal.2d 479 (Cal. 1938) Cited 66 times
Holding that "[l]iability is based upon the fact that the agent's position facilitates the consummation of the fraud."
American Nat. Bank Trust Co. v. Schigur
83 Cal.App.3d 790 (Cal. Ct. App. 1978) Cited 9 times
In Schigur, the California Court of Appeals squarely held when claims against a party seeking indemnity have been voluntarily dismissed, the dismissal cannot be "treated by the court as a determination on the merits."
Warshauer v. Bauer Construction Co.
179 Cal.App.2d 44 (Cal. Ct. App. 1960) Cited 16 times
Docket No. 18755. March 21, 1960. APPEAL from a judgment of the Superior Court of San Mateo County. Wayne R. Millington, Judge. Reversed with directions. Charles M. Stark and Paul W. McComish for Appellants. Charles J. Katz, Carr, McClellan, Ingersoll Thompson, and Richard E. Hawk for Respondents. TAYLOR, J. pro tem.[fn*] [fn*] Assigned by Chairman of Judicial Council. This is an appeal from a judgment after trial by the court denying plaintiffs a recovery from defendant Bauer-Lesser of a $4,070
Section 723 - Payment of indemnification other than by court award
N.Y. Bus. Corp. Law § 723 Cited 34 times 1 Legal Analyses
(a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section. (b) Except as provided in paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered by a court under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation, only if authorized
Section 2-418 - Indemnification of directors, officers, employees, and agents
Md. Code, Corp. & Ass'ns § 2-418 Cited 11 times
(a) (1) In this section the following words have the meanings indicated. (2) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (3) "Director" means any person who is or was a director of a corporation and any person who, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner
Section 805 ILCS 5/8.75 - Indemnification of officers, directors, employees and agents; insurance
805 ILCS 5/8.75 Cited 10 times
Requiring indemnification where employee successfully defends suit; permitting it in other cases

Savoy M. Bellavia vs. Hutton Development Co., Inc.

15 Cited authorities

Holding that, under Delaware law, a corporation, as opposed to its directors and officers, could not be held liable for breach of the fiduciary duty of disclosure

Noting that "the trial court . . . is not bound by the itemization claimed in the attorney's affidavit"

In Wilshire, the trial court looked to the employees' actions in asserting the validity of the release in determining they were acting in their personal interest and not on behalf of the corporation.

Holding that the "question of whether a corporate agent . . . acted in good faith and for the best interests of the corporation appears to be an essentially factual question for the trial court"

In Ford v. Cournale (1973) 36 Cal.App.3d 172 (Ford), a purchaser of an apartment complex sued a real estate broker and salesman for fraud and misrepresentation for “puffing” the vacancy rate and income produced by the property.

In Davidson v. Welch (1969) 270 Cal.App.2d 220 (Davidson), the Court of Appeal applied Gray in the context of a noninsurance indemnity contract.

Holding that "[l]iability is based upon the fact that the agent's position facilitates the consummation of the fraud."

In Schigur, the California Court of Appeals squarely held when claims against a party seeking indemnity have been voluntarily dismissed, the dismissal cannot be "treated by the court as a determination on the merits."

Requiring indemnification where employee successfully defends suit; permitting it in other cases