James

This appeal, coming up on the judgment-roll, is from a judgment duly rendered after a demurrer, both general and special to the amended complaint, had been sustained without leave further to amend. The order does not specify the ground upon which the demurrer was sustained, but merely sustains the demurrer generally.

The grounds of demurrer are (1) that the complaint does not state facts sufficient to constitute a cause of action; (2) that several causes of action have been improperly united; namely, a cause of action in favor of, and on behalf of, the corporation against said defendants other than the corporation and a cause of action in favor of plaintiff stockholders in their personal capacity, for injuries to their personal rights by said defendant; (3) that the complaint is respectively ambiguous, uncertain, and unintelligible. It may be here interjected that defendants also filed an answer denying all material allegations as to fraudulent conduct and controverting any imputation of evil motives on the part of defendants.

With the grounds of demurrer in mind we may turn to the complaint.

The first part of the complaint alleges generally the incorporation of the defendant…