Gallagher

Introduction

Steven V. Gallagher appeals from an order of the Alameda County Superior Court denying his application for indemnity for defense costs pursuant to Corporations Code section 317 from Groth Bros. Oldsmobile, Inc. (Groth Bros.). Gallagher incurred costs and attorney fees in defending himself in an action brought by William M. Groth, Jr. (plaintiff) against him *63 and other defendants. 1 After the court’s favorable tentative ruling on Gallagher’s demurrer to plaintiff’s action, but before hearing on the demurrer, plaintiff voluntarily dismissed its action against Gallagher. Gallagher argues he was entitled to indemnity from Groth Bros, for his costs and expenses in defending the action under either subdivision (d) or (e)(4) of Corporations Code section 317 and that:

Gallagher also seeks his costs and fees in connection with this appeal.

Factual and Procedural Background

Plaintiff filed a verified complaint on September 10, 1999, against Gallagher and others, alleging two derivative causes of action on behalf of Groth Bros., and an additional cause of action entitled “conspiracy.” Gallagher answered the complaint. Groth Bros., joined by Gallagher, moved…