Branson v. Sun-Diamond Growers
Decision Date | 21 April 1994 |
Docket Number | SUN-DIAMOND,No. C013859,C013859 |
Court | California Court of Appeals Court of Appeals |
Parties | , 9 IER Cases 827 Richard BRANSON, Plaintiff and Appellant, v.GROWERS OF CALIFORNIA, Defendant and Respondent. |
Thelen, Marrin, Johnson & Bridges, Janet F. Bentley and Karen A. Henry, San Francisco, for defendant and respondent.
Corporations Code section 317, subdivision (e)(4), permits a court to authorize a corporation to indemnify its agent against a judgment arising from the agent's reasonable and good faith acts on behalf of the corporation. Such an order may be made in "[t]he court in which the proceeding [against the agent] is or was pending...." (Corp.Code, § 317, subd. (e)(4).)
In a different case arising out of proceedings filed in Contra Costa County, the Court of Appeal for the First District held that the agent in question was not entitled to indemnification from the corporation under this statute for an adverse judgment entered against him. (Plate v. Sun-Diamond Growers (1990) 225 Cal.App.3d 1115, 275 Cal.Rptr. 667.) In this case filed in San Joaquin County the agent again seeks indemnification from the corporation, this time on additional claims of contractual rights and equitable estoppel. The question on appeal is whether this present action is barred by the Plate judgment under the doctrines of res judicata and collateral estoppel.
The agent, plaintiff Richard Branson, appeals from a judgment in favor of the corporation, defendant Sun-Diamond Growers of California (Sun-Diamond). The trial court granted Sun-Diamond's motion to dismiss Branson's second amended complaint on the ground that all of his causes of action were barred by the principles of res judicata and collateral estoppel as a result of the decision in Plate v. Sun-Diamond Growers, supra, 225 Cal.App.3d 1115, 275 Cal.Rptr. 667.
On appeal, Branson claims for a variety of reasons that the appellate decision in the prior Plate case cannot have res judicata or collateral estoppel effect on those causes of action in his present suit which are unrelated to indemnity under Corporations Code section 317. We agree and therefore reverse the judgment entered in favor of Sun-Diamond.
This litigation had its genesis in a lawsuit filed in Contra Costa County in March 1986 by H.R. Plate and H.R. Plate & Company, Inc. (Plate), against Branson, Sun-Diamond, and three other individuals. The litigation resulted in a verdict in favor of Plate and against Branson and another individual for $275,968 but which exonerated Sun-Diamond. Branson then obtained an order in the same proceeding compelling Sun-Diamond to indemnify him against that judgment. Sun-Diamond appealed that order and in a published opinion issued by the Court of Appeal in Plate v. Sun-Diamond Growers, supra, 225 Cal.App.3d 1115, 275 Cal.Rptr. 667, the reviewing court reversed the indemnification order. Because that appellate decision is pivotal to this appeal, we quote at length from selected portions of the opinion in the Plate case.
"Sun-Diamond is a corporation owned by four food cooperatives, which serves as an administrative and sales organization for approximately sixty thousand growers who comprise the four cooperatives. Plate is an industrial commodity food broker and was the exclusive broker for Sun-Diamond products in Northern California. Between 1977 and 1985, Plate developed his Sun-Diamond brokerage account from five to one hundred eighteen customers. In late 1984, Plate was the number one Sun-Diamond broker in the "McElroy was a sales manager with Sun-Diamond who acted as a liaison between Sun-Diamond management and the brokers. Plate was one of approximately 14 brokers who reported to McElroy. Branson [the plaintiff here] was the industrial marketing manager for all of Sun-Diamond's products.
United States, measured by volume of business developed and dollar sales.
These events led to litigation by Plate. As the Plate court further recounted, "On March 21, 1986, Plate initiated [the Contra Costa suit] against Sun-Diamond, McElroy, Branson, Santo, and Soetaert. The first amended complaint stated a cause of action against Sun-Diamond for breach of contract; causes of action against McElroy and Branson for intentional interference with contract and intentional interference with prospective economic advantage; and causes of action against all defendants for conspiracy to induce breach of contract and conspiracy to interfere with prospective economic advantage.
advantage. The jury awarded damages against these two defendants in the amount of $275,968. On February 8, 1988, a judgment was entered accordingly.
In their amended memorandum of points and authorities in support of their motion for indemnification pursuant to Corporation Code section 317, Branson and McElroy 1 pointed out
Turning again to the Plate decision, the court continued: " (Id. at pp. 1121-1122, 275 Cal.Rptr. 667.)
Sun-Diamond appealed from the ordering granting indemnification to Branson and McElroy. While that appeal was pending, Branson filed the present case in San Joaquin County against Sun-Diamond and its attorneys. His second amended complaint alleged causes of action against Sun-Diamond for breach of an express written contract to indemnify him pursuant to Corporations Code section 317; for breach of an oral contract of indemnity; for breach of an implied-in-fact agreement of indemnity; for breach of a duty to indemnify under Labor Code section 2802; for breach of...
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