Baldwin

Plaintiffs, Ronald P. Baldwin and Travis E. Reed, Jr., appeal from the judgment of dismissal under Code of Civil Procedure section 581, subdivision 3, after demurrers to their multicount second amended complaint had been sustained without leave to amend.

Alleged Facts

The second amended complaint is a six-count action in which plaintiffs seek damages for a breach of a limited partnership agreement against defendant Marina City Properties, Inc. (herein MCPI), for damages for a breach of a fiduciary duty by MCPI, for damages for “wrongful interference with prospective advantage” by MCPI, for declaratory relief from MCPI, for damages for a breach of a letter agreement by MCPI, and for compensatory and exemplary damages for conspiracy by all defendants to convert plaintiffs’ security interest.

The plaintiffs allege that defendant Marina City Co. is a limited partnership engaged in the development of the “Marina City project” located in Marina del Rey in Los Angeles, California. The general partner of said limited partnership is alleged to be MCPI.

On November 1, 1972, plaintiffs, who were limited partners in Marina City Co., owning a total of 11 percent interest in the…