Filed 8/28/13 Grant v. Phillips CA1/5
                      NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication
or ordered published for purposes of rule 8.1115.


              IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

                                       FIRST APPELLATE DISTRICT

                                                  DIVISION FIVE


JESSE GRANT et al.,
         Plaintiffs and Appellants,
                                                                     A137191
v.
DON M. PHILLIPS et al.,                                              (San Francisco County
                                                                     Super. Ct. No. CGC-07-462029)
         Defendants and Respondents.


         Jesse Grant and Rutha Grant appeal from an amended judgment and order making
them liable for indemnification of defense costs under Corporations Code section 9246, a
provision of California’s Nonprofit Religious Corporation Law (see Corp. Code,
§§ 9110-9690), after they brought an action on behalf of their church against respondents.
In their initial briefing in this appeal, the Grants contended: respondents were not
entitled to indemnification because they were not prevailing parties in the underlying
litigation; the Grants enjoy immunity from liability pursuant to Corporations Code
section 9247 and the federal Volunteer Protection Act of 1997 (42 U.S.C. §14501 et
seq.); and the Grants are actually the ones who are entitled to indemnification.
         At our invitation, the parties filed supplemental briefs concerning whether
Corporations Code section 9246 authorizes a court to require individuals, as opposed to
religious corporations, to provide indemnification for defense costs. (Gov. Code,
§ 68081.) We now agree with the Grants that the amended judgment and corresponding
order by the trial court are erroneous, because Corporations Code section 9246 did not



                                                             1
authorize the court to impose liability for defense costs against the Grants personally.
We therefore modify the amended judgment and, as so modified, affirm.
                       I. FACTS AND PROCEDURAL HISTORY
       Appellants Jesse Grant and Rutha Grant were volunteer members of the board of
directors of the Greater Gethsemane Church of God in Christ (Greater Gethsemane
Church). The pastor of the church was respondent Don M. Phillips. Respondent Eleanor
Blaylock was allegedly the church secretary, administrator, and a board member, and
respondent Minnie Willis was allegedly a board member as well.
       In April 2007, the Grants and the Greater Gethsemane Church filed a lawsuit
against Phillips, Blaylock, and Willis, seeking redress under the California Nonprofit
Religious Corporation Law (Corp. Code, § 9110-9690), other provisions of the
Corporations Code, and common law. In essence, the lawsuit was a derivative action
brought by the Grants on behalf of the church, accusing Phillips, Blaylock, and Willis of
self-dealing and related breaches of trust. The complaint sought enforcement of the right
to inspect records and alleged self-dealing in connection with the purchase of real
property with church funds, as well as breach of contract and breach of fiduciary duties,
fraud and misrepresentation, and other claims.
       The case was tried before an advisory jury in 2009; after receiving additional
briefing from the parties, the court issued its proposed statement of decision to which
there was no objection, and ultimately issued its final statement of decision and
judgment.
       A. Statement of Decision and Original Judgment
       In its thorough statement of decision issued on March 23, 2009, the court noted
that “the legal theories of the complaint are by and large incoherent.” The court found no
evidence that any of the defendants were involved in self-dealing or that Willis or
Blaylock took funds from the church. The court did find, however, that Phillips was
liable for breach of trust, having taken church funds from a bank account for his own
personal use. The court determined that the unreimbursed personal charges amounted to
$6,364.72 based on the evidence, and that judgment should be entered in favor of the


                                             2
plaintiffs (on behalf of the church) and against Phillips in that amount, and otherwise in
favor of the defendants.
       The judgment, also entered on March 23, 2009, accordingly read as follows: “For
the reasons stated in the Statement of Decision dated this date, JUDGMENT is hereby
entered: [¶] 1. In favor of Plaintiffs, for and on behalf of the Greater Gethsemane
Church, and against Defendant Don M. Phillips, in the sum of $6,364.72 and [¶] 2. In
favor of Defendants Minnie Willis and [Eleanor] Blaylock and against Plaintiffs such
that, as against these defendants, plaintiffs shall take nothing. [¶] Costs and fees if any
shall be separately determined.”
       B. Order Granting All Defendants Defense Costs
       In April 2009, defendants Phillips, Willis, and Blaylock filed a motion for an order
compelling “Gethsemane Church” to indemnify them for defense expenses they incurred
in the lawsuit. Specifically, they argued that Willis and Blaylock were entitled to
indemnification under Corporations Code section 9246 because they obtained a defense
verdict, and Phillips was entitled to indemnification under that section because, even
though he was found liable on part of the church’s claims, he was nonetheless “fairly and
reasonably entitled to indemnity” in “view of all of the circumstances of the case.” (See
Corp. Code, § 9246, subd. (c)(1).)1
       On August 4, 2009, the Grants filed an opposition to the motion for
indemnification. They contended that Phillips, Willis, and Blaylock were not entitled to
indemnification from the church, because the action against them was “exerted in the
right of the church and to procure a judgment in the church’s favor,” and because the
defendants had not acted in good faith or in the church’s best interests. The Grants
further contended that Phillips should not obtain indemnification because the jury and

1
       Corporations Code section 9246 authorizes a religious corporation to indemnify its
agent for expenses the agent incurred in connection with litigation, including actions
brought on behalf of a corporation, if certain statutory requirements are met. If the agent
is adjudged to be liable to the corporation, the agent is not entitled to indemnification
unless the court finds that the agent is nonetheless fairly and reasonably entitled to it.
(Corp. Code, § 9246, subd. (c)(1).)

                                              3
court found him liable in the case. And, without filing their own motion for
indemnification, the Grants contended that they were entitled to indemnification against
any expenses they incurred in the lawsuit, as well as any threatened future action.
        The indemnification motion was heard on August 28, 2009. On August 31, 2009,
the court issued its Order Granting Defendants’ Motion for Indemnification of Defense
Costs, awarding attorney fees in favor of defendants and against “plaintiffs” in the
amount of $94,834. In concluding that all defendants should recover for attorney fees,
the court explained: “As the parties agreed, the Court has discretion regarding the fees
sought by Don Phillips. Ordinarily I would not award these to the full extent sought
because Phillips was only partly successful at trial. However, the fees were incurred
together by all defendants, and my detailed review of the time spent by defendants’
counsel does not suggest any time spent exclusively on Phillips as opposed to benefitting
Willis and Blaylock as well. Accordingly, I will award fees on behalf of all three
defendants.”
        The court clerk served the parties with the indemnification order on September 4,
2009.
        C. Amended Judgment
        The case was then dormant for nearly three years. During this period, defendants
Phillips, Blaylock, and Willis changed attorneys, from Craig K. Martin to current counsel
Martin J. Zurada.
        On July 26, 2012, a satisfaction of judgment was filed by Greater Gethsemane
Church as to Phillips, thus indicating that pastor Phillips no longer owed anything under
the judgment. Then Phillips, Willis, and Blaylock tried to enforce the order that granted
them their defense costs.
        According to the register of actions, a notice of motion and motion for entry of
judgment – that is, a new judgment purportedly incorporating the indemnification order –
along with a memorandum of points and authorities and declarations by Willis and
Blaylock, was filed on July 30, 2012. Filed-endorsed copies of these documents are not
included in the record. Instead, the appellants’ appendix includes the following


                                              4
documents without a filed-endorsed stamp: a motion by Phillips, Willis, and Blaylock
(purportedly appearing in pro per) for “entry of judgment against plaintiffs Jessie Grant
and Rutha Grant in the amount of $94,834 plus $28,032 in additional interest, based on
this Court’s order filed on August 31, 2009;” and a memorandum of points and
authorities and declarations from Phillips, Willis, and Blaylock, indicating that they had
not received any of the $94,834 principal, interest had accrued on the principal in the
amount of $28,032 as of August 14, 2012, and Phillips had tried to file an abstract of
judgment based on the indemnification order but “the Clerk instructed [him] to obtain a
Judgment from this Court based on the Order.” (Italics added.)
       In essence, the motion for entry of judgment sought to make the Grants personally
liable for the defense costs under Corporations Code section 9246, rather than Greater
Gethsemane Church. No such order or judgment had previously been imposed or even
requested.2 Nor did the documents submitted in support of the motion for entry of
judgment set forth any basis for liability against the Grants under the Corporations Code
or other authority.
       On August 17, 2012, the Grants filed an opposition to the motion for entry of
judgment. Actually, it was just a copy of their August 2009 opposition to the
indemnification motion, with a handwritten title indicating it was now the opposition to
the motion for entry of judgment. A declaration from the Grants’ attorney, Gregory
Martin, was also filed on August 17, 2012, purporting to “make application” for
indemnification on behalf of the Grants.
       On August 31, 2012, the motion for entry of judgment was heard by the judge who
had presided over the parties’ trial, issued the statement of decision and judgment, and
granted the motion for indemnification of defense costs three years earlier. After oral
argument, the court took the matter under submission.

2
       Indeed, in the motion for indemnification in 2009, the defendants indicated that
the indemnification order under Corporations Code section 9246 would be obtained
against the church, after which the church might pursue a “separate action” against the
Grants to obtain indemnity and contribution from the Grants for having brought the
action in the church’s name, if “such a resolution is passed by the Church.”

                                             5
       On September 14, 2012, the Grants filed “Plaintiffs Objection to Defendants
Proposed Amended Judgment Non [sic] Pro Tunc by Defendants Eleanor Blaylock,
Minnie Willis, and Don Phillips.” In this document, the Grants repeated the three
arguments they had asserted in 2009 in connection with the original indemnification
motion: the Grants were entitled to indemnification; none of the defendants were entitled
to indemnification because they did not act in good faith or in the best interests of the
church; and Phillips was not entitled to indemnification because he lost on one of the
claims against him. In addition, the Grants added a new argument, apparently realizing
that the request for entry of judgment was seeking indemnification not from the church,
but now from the Grants. On this point, the Grants argued they could not be personally
liable for monetary damages due to an immunity allegedly afforded by Corporations
Code section 9247.
       On September 24, 2012, the court issued a Memorandum Order on Entry of
Judgment. In this order, the court first recounted some of the procedural history of the
case: “I filed my statement of decision March 23, 2009, finding [] in favor of the
plaintiffs against Don Phillips in the amount of $6,364.72, and otherwise in favor of
defendants. Judgment was entered that date. [¶] Plaintiffs had brought the suit on behalf
of the Greater Gethsemane Church. On August [31], 2009, I determined to award
attorney[] fees in favor of defendants Willis and Blaylock in the amount of $94,834. The
Church filed a satisfaction of judgment as to Phillips’ debt on July 26, 2012. After
changes in legal representation, defendants finally proposed for my signature an
“amended judgment nunc pro tunc” designed to enter judgment for all three defendants
for the attorney fees plus accrued interest. This was met by plaintiff’s September 14,
2012 objections.”
       The court then rejected the Grants’ arguments and ordered issuance of an amended
judgment. The court asserted: “Plaintiff’s September 2012 objections are inapposite.
They (i) seek affirmative relief such as an order of indemnification from the [plaintiff]
Church including as to ‘future actions;’ (ii) argue the plaintiffs cannot be personally
liable, and (iii) that defendants did not act in good faith. These matters are not suited to


                                              6
determination as we seek to reduce the verdicts and statements of decision to judgment.
Some of the issues have been (or should have been) previously submitted for decision;
perhaps some are best suited to some other action. In any event my power after the entry
of the original judgment is limited and it would [be] inappropriate for me to review these
issues. [¶] The objections do not object to the calculations of 10% interest or other
aspects of the proposal. [¶] There is one problem not remarked by either side, which is
that [Phillips] is a losing party and ought not be on the judgment as a prevailing party. I
have drafted the judgment accordingly.” (Italics added.)3
       Accordingly, on September 24, 2012, an amended judgment was entered in favor
of Willis and Blaylock and against “plaintiffs” in the sum of $123,931. The amended
judgment reads: “For the reasons stated in the Statement of Decision dated March 23,
2009 and Memorandum Order of this date, JUDGMENT is hereby entered: [¶] 1. In
favor of Defendants Minnie Willis and [Eleanor] Blaylock and against Plaintiffs such
that, as against these defendants, plaintiffs shall take nothing. [¶] 2. In favor of
Defendants Minnie Willis and [Eleanor] Blaylock and against Plaintiffs in the sum of
$94,834 in attorney[] fees, together with $25.98 in daily interest (calculated as 10%
annual interest) as of August 31, 2009, which interest as of this date equals (1120 x
25.98) or $29,097.60, for a total to date of $123,931.60.”
       Notice of entry of judgment was served by the court clerk on September 24, 2012.
       D. The Grants’ Motion to Vacate the Amended Judgment
       On October 4, 2012, the Grants filed a “Notice of Intention to Move & Motion to
Set Aside & Vacate Judgment & Enter Another & Different Judgment Under Code of
Civil Procedure Section 663.” The Grants argued, among other things, that they are
protected from personal liability for their actions under Corporations Code section 9247,
subdivision (a), and the “Federal Volunteer Protection Act.” The Grants contended that


3
       It is not clear why the court decided that Phillips was not entitled to recover
defense costs as a losing party, since it had decided to the contrary in 2009; there is no
indication the parties brought this aspect of the prior order to the court’s attention.
Phillips has not challenged the order or amended judgment on this ground.

                                              7
judgment should be entered “[i]n favor of Defendants Minnie Willis and Eleanor
Blaylock against Plaintiff Greater Gethsemane church only” in the principle amount plus
interest.
       Phillips, Blaylock, and Willis filed an opposition to the Grants’ motion to set aside
or vacate the judgment. They argued that the Grants’ motion was a motion for
reconsideration for which the statutory requisites were not met.
       The Grants filed a reply memorandum on October 29, 2012. They argued that
nothing in the March 2009 statement of decision and original judgment precluded them
from asserting that the Grants could not be liable for the defense costs. They also pointed
out that there was no reason to assert their immunity before, because defense costs had
not been sought from them before.
       The court heard the motion to vacate on November 1, 2012. By written order filed
that same date, the court denied the motion as a motion for reconsideration that failed to
meet the statutory requirements. The court stated: “The motion is in effect one for
reconsideration. [Code of Civil Procedure] § 1008. None of the elements of such a
motion is made out. There is no showing of new or different facts or circumstances.
Movant’s papers and argument suggests that the facts and legal entitlements apparently
sought to be vindicated now have been in the case since 2009. It appear[s] that movants
now desire rulings in their favor on certain matters of immunity which (it is claimed)
were presented but not decided, or perhaps decided adversely, in the 2009 trial. The time
to have discussed these issues would have been at trial, or perhaps in response to the
statement of decision; not now in 2012.”
       On November 21, 2012, the Grants filed their notice of appeal from a “judgment
after jury trial” and an “order after judgment,” both of which are dated September 24,
2012, according to the notice of appeal. Ostensibly, this refers to the amended judgment
and the court’s memorandum order issued on that date.4

4
       The notice of appeal does not specifically appeal from the denial of the Grants’
motion to vacate the amended judgment. We construe the notice of appeal broadly to
include an appeal from that post-judgment order.

                                             8
                                       II. DISCUSSION
         The Grants contend that the amended judgment and order for issuance of the
amended judgment are erroneous, essentially because they cannot be liable under the
indemnification provision of Corporations Code section 9246 for the defense costs
incurred in the litigation by Blaylock and Willis (or Phillips, who is no longer entitled to
indemnification under the terms of the amended judgment anyway). Phillips, Blaylock,
and Willis counter that the appeal must be dismissed as untimely, and the Grants are not
entitled to relief on appeal because their arguments were waived or lack merit. We begin
with the timeliness of the appeal.
         A. Timeliness of the Appeal
         Phillips, Blaylock, and Willis did not file a motion to dismiss this appeal on the
ground of untimeliness, but they make the argument in their respondents’ brief. It has no
merit.
         California Rules of Court, rule 8.104(a) states: “Unless a statute or rule 8.108
provides otherwise, a notice of appeal must be filed on or before the earliest of:
[¶] (A) 60 days after the superior court clerk serves on the party filing the notice of
appeal a document entitled ‘Notice of Entry’ of judgment or a file-stamped copy of the
judgment, showing the date either was served; [¶] (B) 60 days after the party filing the
notice of appeal serves or is served by a party with a document entitled ‘Notice of Entry’
of judgment or a filed-stamped copy of the judgment, accompanied by proof of service;
or [¶] (C) 180 days after entry of judgment.” (Italics added.)
         Here, the amended judgment was entered on September 24, 2012, and notice of its
entry was served by the court clerk on that same date. Because the Grants filed their
notice of appeal from the amended judgment fewer than 60 days later on November 21,
2012, the appeal is timely on its face.
         Respondents argue that the appeal is nonetheless untimely, contending that the
appeal period began not on September 24, 2012, but back when the original judgment (or
indemnification order) were issued in 2009, since the amended judgment did not contain



                                               9
any material substantive changes. If respondents were correct on this point, the Grants’
appeal would be untimely.
       Whether an appeal is available after entry of an amended judgment turns on the
nature of the amendment. If the amended judgment substantively changes the original
judgment, an aggrieved party may appeal from the amended judgment within the appeal
period commenced by service of the notice of the amended judgment’s entry. (CC-
California Plaza Associates v. Paller & Goldstein (1996) 51 Cal.App.4th 1042, 1048.)
If, on the other hand, the amended judgment corrects a clerical error in the original
judgment or merely recapitulates the original judgment (or post-judgment orders), and the
time to appeal the original judgment (or post-judgment order) has expired, the amended
judgment does not restart the appeal period and no appeal may be taken. (Ibid.; Maughan
v. Google Technology, Inc. (2006) 143 Cal.App.4th 1242, 1245-1247; Russell v. Foglio
(2008) 160 Cal.App.4th 653, 659-661; Sergio C. Stone v. Regents of University of
California (1999) 77 Cal.App.4th 736, 743-744; Code Civ. Proc., § 906.)
       Respondents argue, essentially, that the amended judgment did not substantively
modify the original judgment, but merely recapitulated the original judgment and the
indemnification order. The Grants respond that the amended judgment substantially
modified the original judgment (as supplemented by the indemnification order) in three
respects: (1) the amended judgment added accrued interest; (2) the amended judgment
removed Phillips’ entitlement to indemnification; and (3) the amended judgment omitted
language that fees and costs would be separately determined.
       Taken at face value, the Grants’ arguments are unavailing. The inclusion of
accrued interest in the amended judgment is not a substantive change to the judgment or a
substantial modification of the parties’ rights, since as a matter of law interest was
accruing on the principal amount anyway. The removal of Phillips as a judgment creditor
with respect to the indemnification order might well have been a substantive change for
Phillips, but it was not a material substantive change by which the Grants were
aggrieved. And the fact that the amended judgment omits language from the original
judgment that “costs and fees if any shall be separately determined” is merely due to the


                                             10
fact that, by the time of the amended judgment, the deadline for recovering costs and fees
under the Code of Civil Procedure had expired and the court had already determined the
parties’ dispute regarding the indemnification of defense costs under Corporations Code
section 9246. In short, the language was omitted because it was no longer necessary.
       On the latter point, the Grants’ theory is that the inclusion of the “separately
determined” language in the original judgment and statement of decision meant that costs
would be apportioned against each party separately, so the original judgment (and
indemnification order, which imposed indemnification of defense costs against the
church) did not preclude the Grants from arguing immunity or indemnification (when
later confronted with the request for the amended judgment, which imposed
indemnification of defense costs against the Grants). While the Grants are likely reading
too much into this particular language, we do agree that the original judgment and
indemnification order did not impose liability for indemnification on the Grants, and on
that basis the amended judgment is materially and substantively different and may now
be appealed.
       Simply put, the amended judgment contains a material substantive change to the
extent it is read to impose indemnification liability against the Grants as individuals,
rather than against the Greater Gethsemane Church. The 2009 original judgment made
no mention of indemnification at all. The 2009 indemnification order imposes
indemnification liability on “plaintiffs,” which must be interpreted to refer only to
Greater Gethsemane Church, since the notice of motion and motion sought
indemnification only as to the church. Indeed, respondents’ request for the order made
this crystal clear, by indicating that any order of indemnity or contribution against the
Grants would have to be obtained by the church in a “separate action” after the
indemnification order and a resolution by the church. (Italics added.) By contrast, while
the 2012 order and amended judgment also purport to impose indemnification liability on
“plaintiffs,” that word must mean or include the Grants, since respondents’ motion for
entry of this judgment expressly sought indemnification against the Grants.



                                             11
       In sum, to the extent respondents contend that the amended judgment imposes any
liability against the Grants for indemnification of defense costs, the amended judgment
contains a material and substantive change, and the time to appeal from the amended
judgment commenced upon service of notice of entry in September 2012. The Grants’
appeal is timely.
       B. Corporations Code Section 9246 Does Not Impose Indemnification Liability
          Upon the Grants
       The obvious purpose of Corporations Code section 9246 is to grant religious
corporations the corporate power to indemnify their agents for certain amounts their
agents incur when acting on behalf of the corporation. In short, the statute authorizes
churches to indemnify their agents. But there is no indication the statute authorizes
churches to compel individuals to indemnify their agents, let alone that it empowers
courts to compel individuals to indemnify those agents.
       For example, Corporations Code section 9246, subdivision (b), authorizes
religious corporations to indemnify a person for amounts incurred in connection with a
proceeding in which the person is or may become a party because he or she was an agent
of the corporation. The subdivision provides: “A corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the corporation to procure a
judgment in its favor, an action brought under Section 9243, or an action brought by the
Attorney General pursuant to Section 9230) by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with the proceeding if the person
acted in good faith and in a manner such person believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause to believe
the conduct of the person was unlawful. . . .” (Italics added.)
       Similarly, subdivision (c) of Corporations Code section 9246 gives religious
corporations authority to indemnify a corporate agent for amounts incurred in connection
with a proceeding brought by or on behalf of the corporation to procure a judgment in the


                                             12
corporation’s favor. The subdivision reads: “A corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the corporation, or brought
under Section 9243, or brought by the Attorney General pursuant to Section 9230, to
procure a judgment in its favor by reason of the fact that the person is or was an agent of
the corporation, against expenses actually and reasonably incurred by the person in
connection with the defense or settlement of the action if the person acted in good faith,
in a manner in which the person believed to be in the best interests of the corporation and
with that care, including reasonable inquiry, as an ordinary prudent person in a like
position would use under similar circumstances. . . .” (Italics added.)
       If anything is clear in the language of subdivisions (b) and (c) of Corporations
Code section 9246, it is that the statute authorizes the indemnification of corporate agents
by the religious corporation. There is no provision in these or other subdivisions of
Corporations Code section 9246 – or any other statutory provision brought to our
attention – that authorizes (let alone mandates) indemnification by individuals, whether
they be corporate agents or not.
       As a matter of law, Corporations Code section 9246 did not authorize the order
and amended judgment imposing indemnification for defense costs against the Grants.
       Moreover, neither the record nor the parties’ arguments suggest that the amended
judgment and order imposing indemnification liability against the Grants could be upheld
on any other basis. The indemnification award cannot be justified as an award of costs
and fees under Code of Civil Procedure section 1032, since the deadline for seeking such
costs and fees passed long before the request for the amended judgment, and there was no
provision of contract, law or statute authorizing the recovery of attorney fees against the
Grants. (Cal. Rules of Court, rule 3.1700(a)(1); Code Civ. Proc., § 1033.5,
subds. (a)(10), (c)(5).) Nor have respondents set forth any other basis for making the
Grants judgment debtors under the amended judgment.
       Indeed, respondents have now conceded in their supplemental briefing that neither
Corporations Code section 9246 nor any other statute or authority of which they are


                                             13
aware authorizes a court to order an individual to provide indemnification for defense
costs. Respondents instead claim they are “unaware as to the basis upon which attorneys
fees were awarded by the trial court, but maintain that their waiver argument has merit,”
referring to their assertion that the Grants waived their objections by not raising them
earlier.
       Respondents’ waiver argument, however, is baseless. Essentially, they point out
that this appeal is the first time the Grants have argued that the trial court erred in
awarding attorney fees against them individually. There was no reason for the Grants to
argue that attorney fees could not be ordered against them individually until such fees
were sought against them individually for the first time in respondents’ 2012 request for a
new judgment. In opposition to that request, the Grants did argue that they could not be
personally liable for respondents’ defense costs. While the Grants did not specifically
urge that Corporations Code section 9246 does not authorize an order of indemnification
against individuals, we may consider on appeal this type of purely legal question – the
interpretation of a statute – even though it was not raised in the trial court. (See Cedars-
Sinai Medical Center v. Superior Court (1998) 18 Cal.4th 1, 6.) And doing so is entirely
appropriate here, where all the parties – as well as this court – agree that Corporations
Code section 9246, on which the trial court based its order and amended judgment,
provides no authority for what respondents sought and what the trial court did.
       In the final analysis, the amended judgment is void to the extent it purports to
compel the Grants personally to indemnify Blaylock and Willis for their defense costs.
We will therefore order modification of the amended judgment, such that the word
“Plaintiffs” in the paragraph numbered “2” is replaced with “Greater Gethsemane Church
of God in Christ,” to confirm that the indemnification of defense costs is imposed only
against the church, and not against the Grants as individuals.5 With that modification, we
will affirm the amended judgment.

5
       None of the parties in this appeal or in the trial court challenged the authority of
the court to issue an order and judgment compelling a church to provide indemnification
pursuant to Corporations Code section 9246. We do not decide this issue.

                                              14
                                  III. DISPOSITION
      The paragraph bearing the number “2” in the amended judgment is hereby
modified to replace the word “Plaintiffs” with “Greater Gethsemane Church of God in
Christ.” As so modified, the amended judgment is affirmed. Each party is to bear its
own costs on appeal.




                                        NEEDHAM, J.




We concur.




JONES, P. J.




BRUINIERS, J.




                                           15
