McIntire v. Chevrolet Motor Co.

JENNINGS, J. Plaintiff appeals from a judgment of dismissal by the superior court after the demurrers of defendants to his amended complaint were sustained by said court, without leave to amend.

[188]Appellant makes no point of the refusal of permission to amend, and bases his appeal solely on the sufficiency of the complaint.

The action was instituted to recover damages arising from an alleged conspiracy between defendants by means of which the business of defendant IT. I. Langworthy, Incorporated, in which corporation appellant claimed to be entitled to an interest, was destroyed.

The facts alleged, upon which the cause of action is based, are pleaded substantially as follows:

That for more than a year prior to September 1, 1927, respondent H. I. Langworthy was the duty authorized distributor of Chevrolet motor cars in the town of Compton, Los Angeles County, and was the sole agent, in said town, of the respondent Chevrolet Motor Company of California, for the sale of Chevrolet automobiles.

That on July 14, 1927, said respondent IT. I. Langworthy organized a corporation under the name of H. I. Lang-worthy, Incorporated. The said corporation had a capital stock of $20,000 divided into 20,000 shares of stock of the par value of $1 each. Articles of incorporation were duty filed with the secretary of state and the corporation received a charter authorizing it to engage in the business of buying and selling automobiles and automobile accessories at wholesale and retail and to do a general automobile repair business in the state of California. IT. I. Langworthy and two other individuals, Bart F. Wade and Walter L. Fowler, were named as directors of the corporation thus organized.

That on August 26, 1927, the corporation, upon application to the commissioner of corporations of California, received a permit to issue to respondent H. I. Langworthy 7,500 shares of capital stock of the corporation in exchange for the business and assets of H. I. Langworthy, and on September 1, 1927, H. I. Langworthy transferred all the assets of his business to the corporation in exchange for 7,500 shares of stock of the corporation and there was at that time issued to Walter L. Fowler 2,500 shares of stock of the corporation.

That on December 16, 1927, appellant, on the representation of IT. I. Langworthy that the stock in trade of the corporation was of a value in excess of $10,000 and that the interest of Walter L. Fowler could be purchased for $2,500,