Guthrie

This action arises out of the sale of The Sun Company of San Bernardino (Sun), a newspaper publishing company, to The Times-Mirror Company (Times). Plaintiffs (former Sun shareholders) in their own behalf and on behalf of other former Sun shareholders, seek to recover the profits and gains allegedly realized by the Times by virtue of its acquisition and subsequent resale of the Sun. The trial court sustained, without leave to amend, a general demurrer to the third amended complaint. Plaintiffs appeal from the ensuing judgment of dismissal.

The pertinent allegations of the third amended complaint are as follows:

Plaintiffs alleged that at the time the contract was entered into “all parties to said contract believed and were, under the apprehension that the contract was not in violation of Federal antitrust laws”; the Times so represented to plaintiffs, stating it had received legal advice to that effect from competent legal counsel whose identity was disclosed to plaintiffs; in reliance on said representation and because of the belief induced thereby, plaintiffs executed the contract; the parties were “mistaken and under a misapprehension as to the law applicable to said…