SOUTHWEST

The plaintiffs appeal from a judgment of dismissal entered after defendants' general and special demurrers were sustained without leave to amend in this complicated land development action. Plaintiffs are two California corporations, doing business as Middlebrook-Anderson Co., a partnership, hereinafter referred to as “seller.”

The sellers owned real property consisting of 28 lots in Orange County. It entered into a land sale contract with certain developers, hereinafter referred to as “buyers,” who are not before us in this action. An escrow at a bank was opened between seller and the buyers; the instructions specified the sale price to be $365,000, which was to be partially paid by a purchase money deed of trust in the amount of $169,500. This deed was to be second and junior to a construction loan to be obtained at some later time by the buyers.

During a period of several months buyers negotiated for a construction loan from defendant Southwest Savings and Loan Association, hereinafter referred to as. “lender.” Defendant Western Escrow Company was the escrow agent for the buyers and the lender. The buyers represented to the seller that the bank escrow would have to…