APSB BANCORP v. Thornton Grant

Opinion

HASTINGS, J.

— In this appeal, we affirm the judgment of the trial court and hold that appellant is not eligible for indemnification pursuant to Corporations Code section 317, subdivision (d). In so holding, we determine that section 317 allows indemnification for corporate “agents” sued for carrying out activities on behalf of a corporation within the common law meaning of agency, but not where the acts giving rise to the underlying suit arose out of retention of an independent contractor performing business for its own benefit, even though the activities may directly benefit the…