Home Savings Bank, F.S.B., by Its Conservator, the Resolution Trust Corporation v. Robert B. Gillam

Robert Gillam is the former chief executive officer and major shareholder of the Home Savings Bank (“Bank”). In 1987, the financially-troubled Bank entered into a Capital Forbearance Agreement with the Federal Home Loan Bank Board (“FHLBB”) designed to stem the flow of money out of the Bank. In May 1988, the Bank’s Board of Directors created a legal indemnification fund for its officers by transferring $300,000 out of the Bank. The Board also voted generous severance payments for some of its officers, including a $177,000 severance benefit for Gillam. The Resolution Trust Corporation (“RTC”), as conservator, of the Bank, subsequently sued Gillam to recover the severance benefits paid to him upon his resignation and opposed Gillam in an interpleader action contesting control over the legal indemnification fund. The district court granted summary judgment for the RTC, ordering Gillam to return the $177,000 and awarding the legal indemnification fund to the RTC. The district court also granted the RTC pre-judgment and post-judgment interest and attorney’s fees. Gillam appeals. We reverse the award of attorney’s fees. We affirm all other aspects of the district court’s…