Galley v. Apollo Associated Services

In cross-motions for summary judgment, the parties asked the trial court to determine whether a Texas limited partnership must indemnify a former officer of its corporate predecessor, under article 2.02-1 of the Texas Business Corporation Act ("TBCA"), for attorneys fees he incurred while successfully defending claims brought against him by the partnership. The trial court answered the question "no," and granted summary judgment on the indemnity claim to the limited partnership. We hold that article 2.02-1 of the Texas Business Corporation Act, which requires a corporation to indemnify its officers for costs incurred in the successful defense of claims brought against them in their corporate capacity, does not extend that obligation to limited partnerships. We therefore affirm.