Lawrence

The Premier Indemnity Company and the San Diego Land and Mortgage Company are the same corporation. This action is against it and three of its five directors to recover for the alleged conversion by them of 175 shares of the corporation’s stock belonging to the plaintiff. The defendants had judgment in the lower court and the plaintiff appeals.

Two preliminary matters should be disposed of before considering the merits of the case. The first of these is the contention of the appellant that the lower court erred in overruling a special demurrer to an affirmative defense pleaded by the answers. The complaint alleged in brief that the plaintiff was the owner of the stock in question, and such ownership was evidenced by a stock certificate issued by the corporation in the name of the plaintiff, and that the defendants converted it to their own use on a certain day. The answers, among other things, pleaded that the stock certificate had been made out under an agreement with the plaintiff that it was to be retained in the possession of the treasurer of the corporation until “said plaintiff should have performed certain'services that he had theretofore agreed to perform for said…