Did the trial court err in holding that the individual Defendants were not entitled to indemnification from BHJMC?
[94] Landstrom s fourth amended complaint sought judgment invalidating any indemnification of the individual Defendants, Shaver, Landstrom and Devereaux by BHJMC. BHJMC had advanced $429,153.72 to the individual Defendant shareholders for attorneys fees and costs incurred in defending themselves in this action. The trial court held that the Defendant shareholders were not entitled to indemnification from BHJMC and that BHJMC was entitled to a judgment against the Defendants for funds advanced by BHJMC to them for attorneys fees, costs and expenses incurred by them in the defense of this action. [95] Defendant Shaver appeals this ruling. He argues the Defendant shareholders are entitled to indemnification absent evidence of bad faith which, Shaver claims, does not exist. He relies upon SDCL 47-2-58.2 which allows indemnification if a director acted in good faith and in a manner that a person reasonably believed to be in, or not opposed to, the best interests of the corporation. [96] SDC
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