Fasciana v. Electronic Data Systems Corp.’s Empirical Analysis

Citation profile

3 district · 17 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 21 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “Although the parties have cited no statutory text or legislative history that bears precisely on this policy balance, it strikes me as more likely that the General Assembly conceived of the inclusion of agents within § 145 as having a fairly limited purpose. In my view, what is most probable is that the General Assembly believed that corporations ought to be able to extend advancement and indemnification rights to outside contractors who acted on behalf of the corporation in dealings with third parties. That is, the General Assembly intended that the term agent be used in its most traditional sense as involving action by a person (an agent) acting on behalf of another (the principal) as to third parties. [ Id. at 170-71 (footnotes omitted).]”

   2 later decisions quote this exact passage
   e.g. 383 N.J. Super. 256 - Vergopia v. Shaker · 369 N.J. Super. 156 - Cohen v. Southbridge Park, Inc.

2. “[T]he General Assembly intended that the term agent be used in its most traditional senses as involving action by a person (an agent) acting on behalf of another (the principal) as to third parties. .... By contrast, whether or not attorneys are sometimes loosely referred to [as] agents of their clients, there seems to be little to commend extending that loose appellation into the § 145 context. One can imagine many situations in which outside attorneys are engaged by corporations to provide specialized legal advice about a particular problem. That type of representation might simply involve the lawyer providing candid, confidential legal advice to the client to address a legal issue arising out of specific factual circumstances. In providing that advice, the lawyer is duty-bound to give his client her best legal judgment, applying appropriate standards of professional care. Indeed, in that capacity, the lawyer might well owe the obligations of a fiduciary to the client for obvious reasons, including that the attorney has been entrusted with the client's confidences in circumstances in which the client is entitled to repose confidence and trust. That this is so does not, it seems to me, make the lawyer the agent of the corporation in the sense that § 145 intends. If all that the attorney does is give the corporation confidential, private legal advice that is not intended for use with third-parties, the policy concerns of § 145 are not implicated and the dangers of applying an”

   1 later decision quote this exact passage
   e.g. 369 N.J. Super. 156 - Cohen v. Southbridge Park, Inc.

3. “Although it is true that attorneys are often described as agents of their clients, this loose general usage is not a helpful or sensible ascription to use in implementing [indemnification provisions], Otherwise, outside attorneys retained by corporations would be able to seek advancement whenever they are accused of malpractice so long as their employing corporations have adopted a maximal bylaw extending coverage to the limits of [8 Del. C.] § 145. 36”

   1 later decision quote this exact passage
   e.g. Bernstein v. TractManager, Inc.