Addiego

Plaintiffs, William B. Addiego and Harry J. Love, appeal from a judgment of dismissal entered after a demurrer to their third amended complaint was sustained without leave to amend. We are here concerned with the sufficiency "of the third amended complaint to state a cause of action for specific performance of an alleged agreement between the parties.

The complaint alleged that plaintiffs and defendants were the owners of all the 12,000 shares of stock of Bahl Corporation; the plaintiffs owning 5,000 shares or about 42 percent; the defendants 7,000 shares or about 58 percent; that on or about October 20, 1956, the parties executed an agreement which provided as followed: “Whereas, each of the undersigned is desirous that ownership of said stocks and bonds shall be limited insofar as is practicable to the undersigned parties;

“Now, Therefore, each party to this agreement, in consideration of the promise of each other party to this agreement, does promise each other said party as follows:

“Before he sells, pledges, or otherwise hypothecates any presently owned or later acquired stocks or bonds, or other interest in said corporation, he will first offer to sell, pledge or…