COMMERCE BANCORP V. INTERARCH AND KLUMB A-2832-09T3 12-16-10
We hold that a corporation that voluntarily indemnifies its agent under the New Jersey Business Corporation Act, N.J.S.A. 14A:1-1 to 16-4, upon advice of counsel and after its own due diligence investigation, may not sue, six years later, for restitution of that payment made after a civil jury verdict finding the corporate agent had acted in bad faith and outsidethe scope of her agency. We find, under the plain meaning of N.J.S.A. 14A:3-5(2), that such an adverse civil verdict creates no statutory presumption against indemnification.
