In Aleynikov v. Goldman Sachs Group, Inc., 765 F.3d 350 (3d Cir. 2014) (No. 13-4237), the plaintiff had been employed by Goldman Sachs as a computer programmer with a title of Vice President. Before departing Goldman to work at a competitor, he downloaded source code into computer files and transmitted the files outside of Goldman. Goldman discovered the transfer and notified law enforcement authorities. Plaintiff was arrested and charged with federal offenses. He was convicted, but his conviction was overturned by the Second Circuit, which concluded that his conduct did not violate federal law. He was then charged by the State of New York with violations of state law. In the meantime, he initiated a separate action to compel Goldman to indemnify him for attorneys’ fees he had incurred in his defense and to advance future attorneys’ fees. He relied on Goldman by-laws which provided for indemnification and advancement to any “officer” or, for non-corporate subsidiaries such as the one where plaintiff worked, “any person serving in a similar capacity or as the manager of such entity.” The Third Circuit found that the term “officer” was ambiguous, and resort to dictionary definitions did not help. It found somewhat helpful, but not determinative, extrinsic evidence submitted by Goldman concerning course of dealing and trade usage, including evidence that “title inflation” in the investment banking industry had rendered the term “vice-president” nearly meaningless. It rejected the notion that the term should be construed against the drafter – Goldman – because it was not established that plaintiff was even a party to or a beneficiary of the contract. Accordingly, the court determined that the meaning of officer was a question of fact and that summary judgment for neither party was appropriate.