Brandenburg

The complaint in this case is in two counts,, both based upon a contract entered into between plaintiffs and defendant corporation on June 12,1926. By this contract plaintiffs were to sell 100,000 shares of the capital stock of defendant corporation. Defendant was to pay plaintiffs a salary of $2,000 a month and bear all expenses in connection with the sale.

The first count of the complaint is for salary due and unpaid, and for expenses and outlays for which plaintiffs allege they have not been reimbursed. The second count sets up a breach of the contract by defendant corporation on October 5, 1926, when the corporation refused to deliver further stock, to plaintiffs for sale by them, and asks for damages for this breach. As originally filed, the complaint contained no allegation as to whether plaintiffs were licensed to sell stock as required by the law of California. An amendment to the complaint alleged that plaintiffs procured the certificate of the commissioner of corporations, authorizing them to sell corporate securities on August 9, 1926.

The demurrers to both counts are chiefly based upon the contention that plaintiffs cannot recover upon this contract, because their…