Posts Categorized: Indemnification and Advancement

Posted: September 25, 2017

Veil Piercing Claim Not Incompatible with Indemnification Claim

On September 7, 2017, Justice Emerson of the Suffolk County Commercial Division issued a decision in Live Invest, Inc. v. Morgan, 2017 NY Slip Op. 27294, holding that a veil piercing claim was not incompatible with a claim for indemnification. First, the court discussed the availability of common-law indemnification: The principle of equitable indemnification, also… Read more »

Posted: September 16, 2017

Indemnification Provision Applies to Litigation Between Parties

On September 5, 2017, Justice Sherwood of the New York County Commercial Division issued a decision in Banc of America Credit Products, Inc. v. Guidance Enhanced Green Terrain, LLC, 2017 NY Slip Op. 31910(U), holding that an indemnification provision of a contract applied to litigation between the parties to the contract, explaining: In Hooper, the… Read more »

Posted: August 4, 2017

Request for Indemnification Under BCL Denied on Procedural Grounds

On July 13, 2017, Justice Emerson of the Suffolk County Commercial Division issued a decision in Federico v. Brancato, 2017 NY Slip Op 50968(U), denying a request for indemnification under the Business Corporation Law on procedural grounds. First, the court reviewed the legal framework for the indemnification of officers and directors under the BCL: Business… Read more »

Posted: November 21, 2016

Failure to Give Notice and Opportunity to Defend Fatal to Indemnification Claim

On November 17, 2016, the First Department issued a decision in Conergics Corp. v. Dearborn Mid-West Conveyor Co., 2016 NY Slip Op. 07750, holding that failure to give notice and an opportunity to defend an action was fatal to a plaintiff’s demand for indemnification. In Conergics Corp., the parties entered into a stock purchase agreement… Read more »

Posted: January 12, 2016

Defendant Entitled to Indemnification by Former Employer, Including for Counterclaims

On January 7, 2016, the First Department issued a decision in G2 Fmv, LLC v. Thomas, 2016 NY Slip Op. 00026, holding that a defendant was entitled to indemnification for litigation expenses by his former employer, including those relating to the defendant’s counterclaims against the employer, explaining: The Operating Agreement, which is governed by Delaware… Read more »

Posted: December 25, 2015

Indemnitee Must Prove that Indemnitor Could Have Been Liable at Trial to Recover Settlement

On December 16, 2015, the Second Department issued a decision in Leon Holdings, LLC v. Northville Industries Corp., 2015 NY Slip Op. 09260, holding that indemnification claims by a plaintiff who settled an action should have been dismissed, explaining: To recover a settlement from an indemnitor who had prior notice of the settled claim, an… Read more »

Posted: December 15, 2015

Right To Corporate Indemnification Must Be “Unmistakably Clear”

On December 2, 2015, Justice Kornreich of the New York County Commercial Division issued a decision in Comer v. Krolick, 2015 NY Slip Op. 32274(U), resolving, inter alia, an application for advancement of attorney fees and a cross-motion to dismiss an indemnification claim. The relevant section of the opinion concerned two individual defendants’ application for… Read more »

Posted: June 25, 2015

Settling Party Not Entitled to Contribution from Co-Defendants

On June 18, 2015, the First Department issued a decision in Diversified Group, Inc. v. Marcum & Kliegman LLP, 2015 NY Slip Op. 05265, holding that a settling party is not entitled to contribution under the General Obligations Law. In Diversified Group, the plaintiffs settled claims against them and then asserted claims for contribution against… Read more »

Posted: September 6, 2014

Insured Must Act Promptly to get Advancement of Defense Costs; Past Defense Costs Need not be Paid until any Coverage Litigation is Resolved

On August 27, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in QBE Americas, Inc. v. ACE America Insurance Co., 2014 NY Slip Op. 51330(U), granting in part and denying in part a motion a summary judgment motion seeking advancement of defense costs. This insurance coverage dispute arose from underlying… Read more »