Covey v. England & McCaffrey, Inc.

The complaint is drawn with a prolixity and lack of clarity which amount to indefiniteness and uncertainty. Obviously the central operative fact in the three alleged causes of action is the asserted disregard by the directors of the by-law as construed by plaintiff. Thus tested there is but one cause of action. (Clark Code Pleading, § 19.) If we resort to the primary right and duty theory the same result follows. Plaintiff, representing here the corporation, has a primary right to an honest and efficient performance by defendants of their duties as directors. That right may be breached by a…