Miller v. Miller

Appellee Trumbull Industries, Inc. was an Ohio corporation. Appellees Murray Miller and Sam H. Miller (Sam H.) were shareholders of Trumbull. Appellant Sam M. Miller (Sam M.) was also a shareholder of Trumbull. Murray and Sam H. filed a complaint against Sam M. for injunctive relief and damages arising from a business venture. Sam M. subsequently reimbursed himself for his legal expenses pursuant to an "undertaking" executed pursuant to Ohio Rev. Code 1701.13(E)(5)(a) (the statute), which governs the advancement of litigation expenses by a corporation to one of its directors. The trial court held that Sam M. was entitled to the advancement of expenses. The appellate court reversed. The Supreme Court reversed, holding (1) based on the unambiguous language of the statute, Trumbull was required by law to advance expenses to Sam M., as Trumbull's articles of incorporation did not state by specific reference that the statute did not apply to Trumbull; (2) thus, Appellees failed to show that Trumbull opted out of the mandatory advancement requirement; and (3) Trumbull's statutory duty to advance Sam M.'s fees arose upon receipt of Sam M.'s undertaking. View "Miller v. Miller" on Justia Law