Wickersham v. Crittenden

The plaintiff, as a stockholder in the Bank of San Luis Obispo, brought this action against certain individuals assuming to be directors of the corporation, making the corporation also a defendant, for the purpose of protecting his interests in the corporation against certain acts of the defendants alleged by him to be unauthorized and done with the purpose and effect of injuring his stock therein. To this complaint the defendants demurred upon several grounds, and their demurrer having been sustained, judgment was entered dismissing the complaint, from which the plaintiff has appealed.

It is alleged in the complaint that the Bank of San Luis Obispo is a corporation incorporated under the laws of this state, having one thousand shares of capital stock, and that the defendant Crittenden is the owner and in the control of a majority of the shares of said stock; that on the sixteenth day of October, 1890, at the annual election for directors of the corporation, the defendants Crittenden, Murphy, and Stewart, together with J. W. Smith and C. A. Pitkin, were, by the unanimous vote of the stockholders, elected as such directors for the year next ensuing, and that thereafter they…