Buck

This is an appeal from a decree (1) refusing to declare certain preferred stock of the Kleiber Motor Truck Company, an Arizona corporation, to be the preferred stock of the appellee Kleiber Motor Company, a Nevada corporation; (2) denying damages for failure to perform an alleged agreement of the Motor Company to pay the preferred stockholders of the Truck Company par and accumulated dividends on the latter company’s dissolution; and (3) declining to rescind a transfer of certain preferred shares of appellants Ducato and Mary Elizabeth Buck to the Motor Company in exchange for the Motor Company’s common stock.

The Kleiber Motor f Company, engaged in the manufacture, in California, of motor *558 trucks and automotive appliances, had both common and preferred stockholders. In January and February, 1926, more than a majority of these stockholders of both classes decided at stockholders’ meetings in California to create a Nevada corporation, the appellee Kleiber Motor Company, having only common stock, and transfer to it all the assets and business of the Truck Company in return for the issuance of the common stock of the Motor Company to the holders of common and preferred in the…