Low

Plaintiff obtained, on verdict of a jury, judgment against the three defendants who are appellants herein, in amount $28,012.50. The action is founded on alleged conspiracy of the defendants, as directors and dominant stockholders of Ukiah Pine Lumber Company, a California corporation, to defraud plaintiff as a minority stockholder.

Facts

Statement of the facts is divided into two parts in order to facilitate discussion of the permissibility of the amendment to conform to proof, the first part containing facts relating to conspiracy to lessen the value of plaintiff’s stock, the subject of the action at the time the trial commenced; and the second part embracing facts connected with the nondisclosure of the offer to purchase, the subject of the cause stated in the amendment to conform to proof. In each case, the facts are stated most favorably to respondent.

Part One

There were but seven stockholders. The three defendants held 750 shares, and the Low family, 250 shares. Prior to the negotiations which led to dissolution of the corporation, defendants had done the following acts which were inimical to plaintiff’s interest as a minority stockholder: (1) They refused to declare…