Quimbee logo
DMCA.com Protection Status
From our private database of 18,800+ case briefs...

Heffernan v. Pacific Dunlop GNB Corporation

United States Court of Appeals for the Seventh Circuit
965 F.2d 369 (1992)


Daniel Heffernan (plaintiff) was a former director and 6.7 percent shareholder of GNB Holdings, Inc. (Holdings) (defendant) and its subsidiary GNB, Inc. (GNB) (defendant). Pacific Dunlop Holdings, Inc. (Pacific) (defendant) acquired control of Holdings and GNB pursuant to a stock-purchase agreement (Agreement) among Pacific, Holdings, certain management shareholders, Heffernan, and Allen & Company (Allen). Allen was an investment company at which Heffernan was a vice president. Heffernan sold to Pacific his 6.7 percent interest in Holdings and ceased to be a director of Holdings. Subsequently, Pacific filed suit against Heffernan and Allen, seeking to rescind the Agreement on the ground that the Agreement was materially misleading with regard to the disclosure of Holdings’ and GNB’s environmental and other liabilities. Heffernan requested indemnification and an advance on his litigation expenses from Holdings and GNB pursuant to § 145 of the Delaware General Corporation Law and the companies’ bylaws. Both Holdings and GNB refused. Heffernan then filed suit against Pacific, Holdings, and GNB, seeking to establish his rights to indemnification and a financial advance. The district court dismissed Heffernan’s complaint, concluding that he was not entitled to indemnification under § 145 or the companies’ bylaws because he had been sued for wrongs that he committed as an individual, not as a director. Heffernan appealed.

Rule of Law


Holding and Reasoning (Eschbach, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 498,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 498,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,800 briefs, keyed to 985 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial