Statutes: Appeal and Error. Statutory
interpretation is a question of law, which an appellate court
resolves independently of the trial court.
Pleadings. When the title of a filing does
not reflect its substance, it is proper for a court to treat
a pleading or motion based on its substance rather than its
Attorney Fees: Statutes: Words and Phrases: Appeal
and Error. "Proceeding" as used in Neb.
Rev. Stat. § 21-2, 114 (Supp. 2017) includes appeals,
and therefore, the statute applies to indemnification for
attorney fees incurred in an appeal.
___: ___: ___. Because Neb. Rev. Stat. § 21-2, 114
(Supp. 2017) provides that a director may apply for
indemnification for attorney fees "to the court
conducting the proceeding" and because
"proceeding" includes an appeal, § 21-2, 114
provides that a director may apply to an appellate court for
indemnification related to an appeal that took place in the
Petition for further review from the Court of Appeals. Moore,
Chief Judge, and Pirtle and Arterburn, Judges, on appeal
thereto from the District Court for Douglas County, Peter C.
Bataillon, Judge. Judgment of Court of Appeals reversed, and
cause remanded with directions.
E. Jorde and Christian T. Williams, of Domina Law Group, PC,
L.L.O., for appellant.
D. Hotz, of Pansing, Hogan, Ernst & Bachman, L.L.P, for
appellees P & L Finance Co. and Laurie Langdon.
Polack, PC, L.L.O., for appellee Paul Gerber.
Heavican, C.J., Miller-Lerman, Cassel, Stacy, Funke, Papik,
and Freudenberg, JJ.
granted appellee Paul Gerber's petition for further
review of the order of the Nebraska Court of Appeals which
overruled his motion in which he sought to recover attorney
fees from coappellee P & L Finance Co., Inc. (P & L).
Paul styled his pleading as a "Motion for Attorney
Fees." However, in the filing, Paul sought an order
requiring P & L, of which he is a director, to indemnify
him for attorney fees he incurred in the appeal of a case
where he was made a party because he was a director. We
reverse the order of the Court of Appeals which denied
Paul's request, and we remand the cause to the Court of
Appeals with directions to consider the filing as an
application for an order for indemnification rather than as a
motion for an award of attorney fees.
Gerber filed an action in the district court for Douglas
County against P & L seeking, inter alia, issuance of a
stock certificate. She also named as defendants Laurie Lang
don and Paul, who are directors of P & L. The defendants
moved for summary judgment. The district court determined
that Elisa's claim for issuance of a stock certificate
was barred by the statute of limitations and, consequently,
that her other claims were also barred. The district court
granted summary judgment in favor of the defendants. Elisa
appealed to the Court of Appeals. On April 24, 2018, the
Court of Appeals affirmed the district court's grant of