McCallum v. Gray

Plaintiff brought this action for damages, claiming that defendant breached a shareholder’s “PREINCORPORATION AGREEMENT.” The trial court sustained defendant’s demurrer to plaintiff’s complaint on the ground that it failed to state a cause of action. Plaintiff refused to plead further and judgment was entered dismissing the action. Plaintiff appeals.

Plaintiff’s complaint alleges the execution of a preincorporation agreement which included a copy of the “proposed Articles of Incorporation,” all of which by reference was made a part of the complaint. The complaint further alleges there were…