Shaw

To plaintiff’s fourth amended complaint in his action for declaratory and other relief, defendants interposed a demurrer. Prom the judgment of dismissal following the order sustaining the demurrer without leave to amend, plaintiff appeals.

The fourth amended complaint, as with three of its predecessors, was in two counts, the third amended complaint being for declaratory relief only. The first cause of action alleged that plaintiff was and is a stockholder of Empire Savings and Loan, being the record owner of 50 shares of its capital stock; that on September 1, 1957, defendant Oschin offered to purchase from Empire’s stockholders, at a price of $250 per share, all shares (but not less than 51 per cent) of the Empire stock outstanding, and that pursuant to such offer he (Oschin) did acquire 51 per cent of said stock; that by reason of the foregoing purchase of 51 per cent of its capital stock, Oschin became and was thereafter Empire’s majority stockholder, and that a majority of Empire’s board of directors (including the individually named defendants) thereby became subject to Oschin’s control; on information and belief, that the bylaws of Empire at the time in question provided…