Document: Stockman v. Heartland Industrial Partners, L.P. et al., C.A. No. 4227-VCS (Del. Ch. July 14, 2009)

Plaintiffs, two former officers and directors of Collins & Aikman Corporation, brought actions for advancement of legal fees and indemnification against the corporation’s majority investor pursuant to its partnership agreement.  The Court of Chancery granted motions for partial summary judgment in favor of Plaintiffs’ advancement claims and denied Defendant’s motion to dismiss the indemnification claims.  The Court found that a reasonable reading of the partnership agreement, which if ambiguous is construed against the general partner, favored Plaintiffs’ entitlement to advancement.