Martin

Plaintiff appeals from a judgment entered after an order sustaining demurrers of all of the defendants to the fourth amended complaint.

The suit is one to quiet title. It is alleged in the complaint that Ocean Shore Railway Company was a corporation; that its charter was declared forfeited for nonpayment of license tax on November 30, 1910; that on the date of the forfeiture the defendants, Martin, Moore, Harvey, Folger and Pillsbury constituted the board of directors of the corporation and by the forfeiture became “trustees of said corporation”; and that plaintiff is the owner and holder of twelve shares of the “capital stock of said corporation.”

It is next alleged that said Ocean Shore Railway Company “is and for a long time hitherto has been” the owner in fee simple and entitled to the possession of all that real property situated in the city and county of San Francisco and in the counties of San Mateo and Santa Cruz and (to quote directly from the pleading) “more particularly described as follows, to wit:

This is followed by the averment that the defendants assert individual interests in said property adverse to the Ocean Shore Railway Company, but that their claims are…

I concur in the judgment on the grounds discussed in the last two paragraphs of the opinion of Justice Melvin. I also concur in the views of Justice Sloss.

I concur in the judgment. The complaint, read as a whole, shows that the only defendant asserting an interest in the property is the Ocean Shore Rail road Company. No cause of action is therefore alleged against any other defendant.

As against the Ocean Shore Railroad Company, the complaint alleges that it claims title under an unauthorized or fraudulent transfer from the trustees of the Ocean Shore Railway Company. The plaintiff, as a stockholder of the latter corporation, seeks to avoid this transfer. But the complaint shows, affirmatively, that the Ocean Shore Railway Company had been dissolved before plaintiff’s connection with it began. It is not alleged that plaintiff was a stockholder of record, and in view of the status of the corporation when plaintiff acquired its interest, it could not have become such. (2 Cook on Corporations, 6th ed., sec. 641; Muir v. Citizens’ Nat. Bk., 39 Wash. 57 , [ 80 Pac. 1007 ].) Only a stockholder of record can maintain an action like the one here sought to be stated. (Brown v. Duluth M. & N. R. Co., 53 Fed. 889 ; Hodge v. United States Steel Corp., 64 N. J. Eq. 90, [ 53 Atl. 601 ].) The demurrer of the Ocean Shore Railroad Company, also,…