Corporate dissolution proceeding to rescind transfer of corporation’s principal asset by minority shareholder consisting of real property as an unauthorized and for damages for fraud. Grantee asserted cross-claims against prior managing agent of the premises for indemnification of the purchase price and damages in the event the conveyance is rescinded. Motion to dismiss cross-claims for indemnification denied. Indemnification requires an independent duty to indemnitee. On a motion to dismiss it cannot be stated as a matter of law managing agent of the premises owed no duty to the contract vendee.