Duell

We are of the opinion that the amended complaint does not state a cause of action against respondents, and' that the judgment entered, after respondents’ demurrer was sustained without leave to amend, should be affirmed. Only the defendants B. H. Dyas and B. H. Dyas Corporation are respondents on this appeal, as the judgment appealed from did not affect the interests of the other defendants.

In their amended complaint appellants allege that they had a contract with defendant Sanstrom, wherein they agreed to organize a corporation to take over and expand his activities in operating a parking lot for automobiles at an important location in Hollywood. This corporation was to have both preferred and common stock, a portion of each to be issued to Sanstrom, and a portion retained in the treasury of the corporation for future needs. Nothing was said about the disposition of the balance, constituting something like a third of the preferred and a quarter of the common. Sanstrom, in turn, was to assign to the corporation four leases held by him, by virtue of which he was enjoying the right to conduct the parking business at the location in question, and also two contracts he had with…