Branson

Corporations Code section 317, subdivision (e)(4), permits a court to authorize a corporation to indemnify its agent against a judgment arising from the agent’s reasonable and good faith acts on behalf of the corporation. Such an order may be made in “[t]he court in which the proceeding [against the agent] is or was pending . . . .” (Corp. Code, § 317, subd. (e)(4).)

In a different case arising out of proceedings filed in Contra Costa County, the Court of Appeal for the First District held that the agent in question was not entitled to indemnification from the corporation under this statute for an adverse judgment entered against him. (Plate v. Sun-Diamond Growers (1990) 225 Cal.App.3d 1115 [ 275 Cal.Rptr. 667 ].) In this case filed in San Joaquin County the agent again seeks indemnification from the corporation, this time on additional claims of contractual rights and equitable estoppel. The question on appeal is whether this present action is barred by the Plate judgment under the doctrines of res judicata and collateral estoppel.

The agent, plaintiff Richard Branson, appeals from a judgment in favor of the corporation, defendant Sun-Diamond Growers of California…