Chen

The question presented is whether plaintiff, Nicholas Laboratories, LLC (Nicholas Labs), is required to “indemnify” its ex-employee, defendant Christopher Chen, for attorney fees incurred by Chen during his successful defense of an action brought by Nicholas Labs. The trial court rejected Chen’s assertion that various statutory (Lab. Code, § 2802, subd. (a); Corp. Code, § 317, subd. (d)) and/or contractual indemnity provisions obligated Nicholas Labs to reimburse Chen.

We hold that Labor Code section 2802 does not require an employer to reimburse its employee for attorney fees incurred in the employee’s successful defense of the employer’s action against the employee. 1 We further conclude Corporations Code section 317 has no application to limited liability companies, and that substantial evidence supports the court’s denial of Chen’s attorney fees based upon the alleged contract. Accordingly, we affirm the judgment.

FACTS

Pleadings

Nicholas Labs filed a complaint against Chen, listing seven theories of liability (breach of contract, breach of the implied covenant of good faith and fair dealing, conversion, negligence, money had and received, unjust enrichment, and…