Dorn

— The Southern California Motor Road Company is a corporation organized in this state, which, on April 15, 1890, owned a railroad leading from the ' city of San Bernardino to the city of Riverside, in the county of San Bernardino, in this state, with equipments and other real and personal property.

At a specially called meeting of its directors, held on the fifteenth day of April, 1890, it was resolved to sell the road and equipments, with all other property of the corporation, to the defendant D. S. Dorn; and accordingly, on the same day, a deed was executed to Dorn, purporting to convey to him all the roads, franchises, rights of way, equipments, lands, and personal property of the corporation, including all debts owing and money belonging to the corporation; and possession of all the tangible property was then given to Dorn.

The plaintiff, as a mere stockholder of the corporation, brought this suit to set aside and cancel the deed to Dorn on the grounds of fraud, and that the special meeting of the board at which the sale of the property is claimed to have been authorized was not called according to law, and therefore that the directors who acted at that meeting were not…