Delaware has a history of vigorous enforcement of indemnification rights for directors and officers of corporations.  On July 14, 2009, the Delaware Chancery Court applied the principles developed in the corporate context on behalf of principals in a partnership when it ruled in favor of two former officers of Collins & Aikman Corp. (C&A), David Stockman and J. Michael Stepp.  The officers had sued for advancement of legal fees and indemnification from C&A’s majority investor, Heartland Industrial Partners LP (Heartland), for expenses arising from civil and criminal proceedings against them stemming from their C&A service.  The Chancery Court held: (1) ambiguous agreements must be construed against the entity, be it a partnership or corporation, and not the individual; and (2) a director is entitled to indemnification for proceedings that the director won without the need to wait until all proceedings against that director have concluded.  The case is likely to have important implications for officers and directors of hedge funds or hedge fund managers that are organized as Delaware limited partnerships.  We discuss the factual background of the case and the court’s legal analysis.