Waite v. Old Tucson Development Co.

OPINION

HATHAWAY, Chief Judge.

Did the trial court err in dismissing appellants’ complaint for failure to state a claim for relief? That is the sole issue to be resolved on this appeal.

Appellants (plaintiffs below) filed suit against appellees (defendants below) alleging in substance that they were the owners of 1,626 shares of common stock in Old Tucson Development Company; that Old Tucson Development Company, an Arizona corporation, had entered into a written agreement whereby it proposed to merge with Old Tucson Corporation, a Delaware corporation; that a notice of the annual stockholders’…