(dissenting). Giving the allegations of the complaint every fan intendment to which they are entitled, it sets forth facts sufficient to constitute a cause of action. The plan outlined for the rehabilitation of the company was not tainted with illegality and did not offend the public policy of this State. The complaint does not show that the defendants were members of the board of directors or even stockholders. Therefore, it cannot be said that their future conduct with reference to the company’s affairs either could or would be influenced by any possible ulterior motive. It is alleged that the plan was for the best interests of the corporation.
I, therefore, dissent and vote for affirmance.
Order reversed/with twenty dollars costs and disbursements, and motion granted.