dissenting, joined by RABINOWITZ, Justice.
I disagree with the majority’s resolution of the individual cause of action and statute of limitations issues.
INDIVIDUAL CAUSE OF ACTION
In my view the majority has misapplied the general rule that an action to redress injuries to a corporation cannot be maintained by a stockholder in his own name. The rule does not apply where there is a relationship between the shareholder and the wrongdoer “independent of [that] which the shareholder derives through his interest in the corporate assets and business.” Green v. Victor Talking Machine Co., 24 F.2d 378, 381 (2nd Cir. 1928); Hidalgo v. McCauley, 50 Ariz. 178, 70 P.2d 443 (1937). See generally Annot. — Stockholders’ Right of Action, 167 A.L.R. 279, 285-87 (1947).
Here the relationship between Norman and NGK was that of direct contracting parties. Norman agreed to transfer thirty per cent of his stock to NGK in exchange for, among other things, NGK’s promise to furnish construction and working capital to AAP. That promise created a duty in NGK running to Norman, the promisee, as well as to AAP, the beneficiary. The Restatement (Second) of Contracts § 305(1) (1980) makes this clear:
A promise in a contract creates a duty in the promisor to the promisee to perform the promise even though he also has a similar duty to an intended beneficiary. [Emphasis added]
In Martin v. Maldonado, 572 P.2d 763, 773 n.34 (Alaska 1977), we recognized that the rule prohibiting individual shareholder suits has no application to a suit brought by a shareholder where “there is a violation of a duty owed directly to him.” Similarly, in Arctic Contractors, Inc. v. State, 573 P.2d 1385, 1386 (Alaska 1978), we noted that the shareholder’s suit there would fail because he had not “shown a special duty owed to him directly”. In the present case, since there is a direct duty running from NGK to Norman, that of promisor to promisee, Norman’s suit should be allowed. The majority opinion correctly recognizes that the violation of a duty owed directly to a shareholder suffices to give rise to a shareholder’s suit. P. 195, fn. 9. However, the majority never comes to grips with the point that NGK as a promissor owed a duty to Norman, the promisee, to contribute money to the corporation. That is exactly the type of duty which courts have found to justify suits by shareholders who have contracted with others to confer a benefit on a corporation.
One good example of such a case is Eden v. Miller, 37 F.2d 8 (2nd Cir. 1930). There the defendant promised plaintiffs that he would pay a corporation, to be organized, a certain sum of money as operating capital and perform services for the corporation. The court found that plaintiffs could enforce the promise, even though the corporation had a right of action as well, stating:
Because they performed their promises by organizing the corporation, taking employment, and making an investment in it, in reliance upon the now broken promise of the defendant to give to the business both financial and personal aid, they claim to have been damaged. For such damages as they can prove they may recover, regardless of any cause of action the corporation may have against the defendant. Their right is analogous to that *200of a debtor, with whom a third person has contracted to pay the debt to the creditor.
Id. 9-10. Another illustrative case is Meyerson v. Franklin Knitting Mills, 185 A.D. 458, 172 N.Y.S. 773 (App.Div.1918). There the plaintiff had purchased stock from the defendant and the defendant in turn had promised to continue to supply goods and credit to the corporation. The court held that the plaintiff could sue for breach of the defendant’s promise, stating that the plaintiff’s agreement to buy stock
was not based upon defendant’s mere promise to turn the stock over to him. It was not the mere paper shares that plaintiff wanted, but shares that would be valuable as representing an interest in a going concern, which the defendant undertook to supply with credit and with goods. Defendant did not fulfill its contract with the plaintiff merely by delivering to him the shares. The most material part of its undertaking was to supply the clothing company, which was in effect being bought by the plaintiff, with credit and goods.
The breach of this covenant gave plaintiff a cause of action....
172 N.Y.S. at 774. [Emphasis supplied] See also Higgins v. Applebaum, 186 A.D. 682, 174 N.Y.S. 807 (App.Div.1919) where the court stated:
It is true that ordinarily a stockholder has no right of action against a director for wrecking the corporation and depreciating the value of the stock. Where, however, the value of his stock has been depreciated by the failure of his cocon-tractor to furnish moneys needed by the corporation which he has stipulated with plaintiff to advance, then the damage is directly traceable to his breach of contract and for that damage he may be held individually liable to the stockholder whose stock has been thus depreciated.
Id. 174 N.Y.S. at 810.
TORT CLAIMS
The majority dismisses Norman’s tort claims on statute of limitations grounds, finding that they did not arise out of the same “conduct, transaction or occurrence” as that set out in the original claim. I disagree on this point as well.
Norman’s original complaint alleged that an agreement was made on June 8, 1973 and that it was broken by NGK. The amended complaint alleges torts which were committed by NGK by the acts constituting breaches of the June 8th agreement. I fail to see how it can be concluded that these torts did not arise out of the same transaction as that alleged in the original complaint. And, of course, the fact that these are tort claims while the original claim was in contract, is irrelevant.
[A]n amendment which changes only the legal theory of the action, or adds another claim arising out of the same transaction or occurrence, will relate back. Thus, an amendment will relate back which changes the theory of recovery as to the type of negligence claimed, or adds additional grounds of negligence, changes the theory of the action from one based on contract to one sounding in tort, ... or increases the amount of damages claimed. [Footnotes omitted, emphasis added].
J. Moore, 3 Moore’s Federal Practice, ¶ 15.-15[3] at 15-198 to 206.