Franzen

—Plaintiff, Diodes, Incorporated (“Diodes”), appeals from a judgment in favor of defendants Franzen, Stump, Semtech Corporation (“Semtech”) and Continental Device Corporation (“Continental”), entered after defendants’ general and special demurrers to the third amended complaint were sustained without leave to amend. On appeal plaintiff contends that the third amended complaint pleaded facts sufficient to constitute a cause of action on the theories of “fraud and conspiracy,” based upon claimed breach of fiduciary duties owed by the individual defendants to the plaintiff, for which the corporate defendants were vicariously liable, and that the cause of action was barred by neither limitations nor laches.

The third amended complaint and its predecessors, each of which was filed after demurrers had been sustained to the preceding complaint, alleged that plaintiff corporation, since its formation in 1959, has been engaged in the design and manufacture of diodes—semi-conductors rectifying electric current. Defendants Stump and Franzen were directors and officers, respectively president and vice president, of Diodes from its formation through about September 1960, and at the same time…