Dammann v. Hydraulic Clutch Co.

[512]

THOMAS, J.

This is an action brought praying for injunctive relief. The second amended complaint, it is claimed, states a cause of action. A demurrer was interposed, was sustained with leave to amend, and plaintiff, having failed to amend within the time allowed, judgment was entered accordingly. The appeal is from the judgment so entered.

Plaintiff alleges that he is the owner of three thousand four hundred shares of the capital stock of the defendant Hydraulic Clutch Company; that said company “has been and now is a corporation duly incorporated and existing under the laws of the state of California’ ’; and that the defendants named herein, excepting said defendant company, “have been and now are the and all the directors and officers of said corporation.” It is alleged, “on information and belief,” that the defendant corporation is the owner of certain United States patents for the construction of certain hydraulic machinery, which said patents “are the total and only assets of said corporation, except the sum of five hundred dollars in lawful money of the United States.” The complaint further avers that, for the purpose of evading the laws of this state, the officers and directors of said corporation “declared that they would ■cause to be paid all the debts of the corporation, solely for the purpose of being able to disincorporate under the laws of the state of California, and for the further purpose of reincorporating . . . under the laws of the state of Arizona, and solely for the purpose of evading the said statute of the state of California, and not becoming and being subject to said commissioner of said state of California”; and that for said purpose, and to pay the debts of said corporation as required by the laws of this state, “before they could cause to be disincorporated the said corporation,” the officers and directors caused an assessment to be “duly and regularly levied . . . upon the capital stock of the corporation . . . ; that when the said assessment is collected (if this court permits it to be so done) said corporation and said officers and directors will carry out the aforesaid purpose ■. . . unless restrained by the court,” and by so doing “plaintiff’s stock and interest in said Hydraulic Clutch Company and its assets will be thereby rendered worthless and of no value whatever; that plaintiff is without adequate remedy at law, and is informed and believes that