A Delaware court has dismissed a legal claim by Mikhail Gorodetskiy against Honeywell International Inc. regarding the advancement of legal fees. This ruling, delivered on June 22, 2026, affects how corporate indemnity rights are enforced and clarifies the requirements for indemnification under Delaware law.
The case, filed under docket number C.A. No. 2025-1085-LM (MTZ), centered on whether Gorodetskiy was entitled to seek advancement of his legal expenses before fulfilling certain requirements set forth in Honeywell's corporate bylaws. The court's decision is significant for individuals seeking indemnification from corporations, as it reinforces the necessity of adhering to procedural requirements.
Background
Mikhail Gorodetskiy, the plaintiff, was involved in a legal dispute with Honeywell International Inc., a multinational conglomerate known for its aerospace and building technologies. Gorodetskiy sought to have Honeywell cover his legal expenses, claiming entitlement under the company's certificate of incorporation.
The dispute arose after Gorodetskiy submitted a demand for advancement of legal fees on February 11, 2025. However, he did not provide an undertaking, which is a promise to repay the corporation if it is later determined that he was not entitled to the advancement. Honeywell did not respond to Gorodetskiy's initial demand. After filing a lawsuit on September 24, 2025, Gorodetskiy later submitted a signed undertaking on October 14, 2025, but the timing of these actions became central to the court's decision.
The Ruling
The court ruled that Gorodetskiy was not entitled to advancement because he did not fulfill the necessary requirements before filing his lawsuit. Vice Chancellor Morgan T. Zurn stated, "A Honeywell indemnitee is entitled to advancement only upon delivery of an undertaking ‘if the Delaware General Corporation Law requires.’" The court emphasized that Gorodetskiy needed to perfect his claim for advancement, including delivering an undertaking, before he could sue Honeywell.
The ruling clarified that under Delaware law, if a corporation offers advancement, it is conditioned upon receipt of an undertaking. The court referenced a previous case, Freeman Family LLC v. Park Avenue Landing LLC, which established that an advancement demand must be accompanied by a commitment to comply with any undertaking requirement. Gorodetskiy failed to demonstrate such a commitment in his initial demand.
Impact
This ruling has important implications for corporate governance and the rights of individuals seeking indemnification from their companies. It reinforces the necessity for individuals to comply with procedural requirements before pursuing claims for advancement. This decision may deter future claims that do not meet the established legal standards, thereby protecting corporations from potential financial burdens.
Furthermore, the court's decision may set a precedent for how similar cases are handled in the future. By clarifying the requirements for advancement under Delaware law, the ruling could influence how companies draft their bylaws and how individuals approach claims for legal fee advancements.
What's Next
Details were not available in the court filing regarding whether Gorodetskiy plans to appeal the decision. There are no related cases pending that were mentioned in the ruling.