Gallagher

As a stockholder of California-Western States Life Insurance Company, a California corporation (hereafter called California-Western), appellant, a citizen of California, filed a bill of complaint against *194 Pacific American Company, Limited, a Delaware corporation (hereafter called Pacific American), praying judgment for and on behalf of California-Western in the sum of $75,000. California-Western was joined as a defendant. The bill was twice amended. Pacific American moved to. dismiss the second amended bill (hereafter called the bill), on the ground, among others, that the facts therein stated were not sufficient to constitute a cause of action. The District Court granted the motion and dismissed the bill. Appellant seeks reversal.

The bill alleges that on or about June 10, 1931, California-Western entered into a contract with Tucker Hunter Dulin & Company, a corporation (hereafter called Hunter Dulin), a copy of which contract is attached to and made a part of the bill. The contract provided that on or before June 10, 1931, California-Western would make an offer to the stockholders of Western States Life Insurance Company, a corporation (hereafter called Western States), a…