Williamson

The plaintiff appeals from a judgment entered in favor of the defendants, after demurrer sustained without leave to amend. While the demurrer attacks a number of alleged defects in the complaint, none of the special assignments would have justified it being sustained without leave to amend. Consequently the main question to be considered upon this appeal is the sufficiency of the complaint to state a cause of action.

Concisely stated, it is alleged that the plaintiff and the defendants entered into an agreement for the formation of a corporation to be known as the California Food Specialty Company, to take over the business and property of an insolvent firm of which defendant Marshall was at the time the liquidating partner. It was agreed that the corporation should have an authorized capital stock of $30,000; that plaintiff should purchase one-third of such stock for the sum of $10,000, at par; that defendant Palmer should sell and deliver to the corporation certain land which she would buy for that purpose from the insolvent firm, together with the buildings and equipment thereon, she to take in payment 200 shares of the stock of the corporation of the par value of $20,000, the…