Woodroof

This was a suit in equity by three stockholders of the Semi-Tropic Land and Water Company, for relief against certain transactions of the company with the defendants F. C. Howes, George H. Bonebrake, and Samuel Merrill. The trial court gave final judg *186 merit for the defendants upon demurrer to the complaint, and tire plaintiffs appeal. The complaint consists of seventy-five printed pages, and is exceedingly prolix and involved. It contains three causes of action separately stated. The demurrer was to the whole complaint, and to each separate cause of action.

1. The substance of the material facts alleged in the first division of the complaint is as follows: At the period in question, two of the plaintiffs and the defendants Howes, Bonebrake, and Merrill, were stockholders of the corporation. The third plaintiff acquired his stock somewhat later than the others, but this is not mat erial in the view we have taken. The defendant Howes was a director of the company, and it is alleged that the other members of the board “ were only nominal directors thereof for the purpose of carrying out the plans and sub-serving the individual interests of defendants Howes, Bonebrake, and…