Owens Corning v. National Union Fire Insurance Co.
United States Court of Appeals for the Sixth Circuit
257 F.3d 484 (2001)
Owens Corning (plaintiff), a Delaware corporation, took out a directors and officers insurance policy with National Union Insurance (National Union) (defendant). Under the policy, National Union agreed to reimburse Owens Corning for any indemnification it paid to its directors and officers arising from claims against the directors and officer for wrongful acts, to the extent that the indemnification was made in accordance with the law. Owens Corning’s bylaws permitted the corporation to indemnify its officers and directors to the maximum extent allowed by law. In 1991, a group of shareholders filed a class action lawsuit against Owens Corning and six of its officers and directors, alleging that they had misrepresented the company’s financial state. In 1995, Owens Corning settled the lawsuit for roughly $10 million, and reimbursed the officers and directors for their defense costs. Owens Corning then sought reimbursement from National Union for the indemnification. National Union refused to pay. Owens Corning sued National Union, seeking a declaratory judgment that National Union owed Owens Corning under the insurance contract. The trial court found in favor of Owens Corning. It held that the indemnification was mandatory under Delaware General Corporation Law (DGCL) § 145(c), therefore triggering National Union’s obligation to reimburse. National Union appealed, arguing that the indemnification was unlawful.
Rule of Law
Holding and Reasoning (Boggs, J.)
What to do next…
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 97,000 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.
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 166,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 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.