Aleynikov v. Goldman Sachs Group, Inc.

Goldman, Sachs & Company (GSCo) was a noncorporate subsidiary of Goldman Sachs Group, Inc. (GS) (defendant). Under GS’s bylaws, officers of GSCo were entitled to indemnification and advancement if they were made parties to lawsuits by reason of serving as officers. Indemnification occurred if a corporation reimbursed a litigant for his legal expenses if the litigant prevailed in the underlying case. Advancement occurred if a corporation advanced a litigant money for his legal fees on the condition that the litigant pay the money back if he did not prevail. The bylaws defined an officer as an officer or any person acting in a similar capacity or as a manager. Sergey Aleynikov (plaintiff) worked as a computer programmer for GSCo. Although Aleynikov was a vice president, he had no managerial or supervisory responsibilities. After accepting other employment, Aleynikov copied GSCo source code and transferred it outside the company. Aleynikov was convicted of several federal crimes, but his convictions were reversed on appeal. New York then indicted Aleynikov for state crimes stemming from the same conduct. Aleynikov sued GS in federal district court, arguing that he was a GSCo officer and seeking indemnification and advancement. The district court entered summary judgment in Aleynikov’s favor on his advancement claim but denied summary judgment on his indemnification claim. The district court found that Aleynikov, as a vice president, unambiguously qualified as an officer. Even if the term “officer” was ambiguous, the district court found that Aleynikov was an officer under the doctrine of contra proferentem, which provided that courts would construe an ambiguous provision against the contract’s unilateral drafter. GS appealed to the Third Circuit.