Citadel Holding Corporation v. Roven

Alfred Roven (plaintiff), a director of Citadel Holding Corporation (defendant), had an Indemnification Agreement with Citadel containing both an indemnification provision and a separate provision entitling him to advance payment of legal costs incurred defending claims related to his business with Citadel. When Citadel itself sued Roven for violating securities law, Roven asked Citadel to advance his defense costs under the agreement; Citadel refused, and Roven sued for breach of contract. The lower court ruled for Roven, and Citadel appealed, arguing that if Roven ultimately would not be entitled to indemnification, he shouldn't get advance payment either.