I concur in the determination that the judgment should be affirmed. My reasons for that conclusion will be briefly stated.
In the second cause of action of the second amended complaint there is incorporated the following allegation of the first cause of action: “Defendants Firks, Alexander and King and some of the other defendants proceeded with the enterprise, acquired the real property, acquired the stock of *436Kingpin Lanes and ... created the entities contemplated by the joint venture and opened the enterprise for business; all, however, to the exclusion of the plaintiffs.” It is further alleged in the second cause of action that by reason of the breach and repudiation of the agreement by the defendants, “plaintiffs have lost the benefits of their said bargain and agreement in the sum of $500,000.00. ’ ’
In the third cause of action it is alleged that about July or August 1960,1 the defendants breached and repudiated the agreement and that “thereafter defendants took over the enterprise to the exclusion of plaintiffs, acquired it for themselves and commenced operations.” It is further alleged that thereby “plaintiffs have lost the benefit of their said agreement in the sum of $500,000.00.”
An action at law will lie for the breach of a valid agreement to undertake a business association in the nature of a joint venture. (See Braxdale v. Bange, 166 Cal.App.2d 399, 402 [333 P.2d 420].) However, the second amended complaint in the present case fails to disclose wherein the plaintiffs have suffered any damages. A new enterprise was to be undertaken and its success depended upon a number of factors, including the skill of the managers of the undertaking. In such a ease the proper measure of damages, in the absence of any means of determining the prospective profits of the contemplated business, is the loss sustained by the plaintiffs in preparing to carry out their part of the contract. (Overstreet v. Merritt, 186 Cal. 494, 505-506 [200 P. 11]; see Hartley v. Weller, 104 Cal.App.2d 118, 119-120 [231 P.2d 133]; Gainer v. Storck, 169 Cal.App.2d 681, 688 [338 P.2d 195].) The pleading fails to disclose any basis for the alleged damages, even though the special demurrer to the cause of action for damages contained in the original complaint had been placed on the ground that it could not be ascertained therefrom how the plaintiffs had been damaged in the sum of $500,000, and the special demurrer to the cause of action for damages in the first amended complaint had been partly based on the ground that it could not be ascertained therefrom whether the alleged damages in the sum of $500,000 were “damages which are claimed to have been proximately caused, or which, in the ordinary course of things, would be likely to result from the alleged breach of contract of the defendants.”
The fact that by the first cause of action of the second *437amended complaint declaratory relief is sought does not aid the plaintiffs. Specific performance of the agreement where-under the parties were to be personally active in the conduct of the enterprise could not be compelled. (See 81 C.J.S., Specific Performance, § 81.) Moreover, as has already been noted, the plaintiffs fail to disclose any basis upon which to predicate a claim for damages. Consequently, the reasoning of the court in Sinclair v. State of California, 194 Cal.App.2d 397, at pages 407-408 [15 Cal.Rptr. 493], is apropos: “The plaintiffs also contend that, regardless of the merits of the controversy presented by their complaint, the general demurrer thereto should have been overruled; that it states a cause of action for declaratory relief because the facts alleged therein show the existence of an actual controversy between them and the defendants; that they are entitled to a declaration respecting this controversy whether the declaration so made is favorable or unfavorable to them, and rely upon the settled rule to this effect. (Salsbery v. Ritter, 48 Cal.2d 1, 7 [306 P.2d 897]; Columbia Pictures Corp. v. De Toth, 26 Cal.2d 753, 760 [161 P.2d 217, 162 A.L.R. 747]; Maguire v. Hibernia Sav. & Loan Soc., 23 Cal.2d 719, 728 [146 P.2d 673, 151 A.L.R. 1062].)
“ It is equally well settled, however, that a judgment of dismissal following an order sustaining a general demurrer to a complaint seeking declaratory relief, when the controversy presented by the allegations of the complaint can be determined as a matter of law, will not be reversed where no prejudice to the right of the plaintiff has resulted from the procedural error incident to such an order and judgment. (Haley v. Los Angeles County Flood Control Dist., 172 Cal.App.2d 285, 292-294 [342 P.2d 476]; City & County of San Francisco v. Budde, 139 Cal.App.2d 10, 12 [292 P.2d 955, 294 P.2d 503]; Davis v. City of Santa Ana, 108 Cal.App.2d 669, 684 [239 P.2d 656]; cf. Anderson v. Stansbury, 38 Cal.2d 707, 717 [242 P.2d 305]—where the same principle was applied in sustaining a judgment of dismissal following an order granting a nonsuit; and Lavine v. Jessup, supra, 161 Cal.App.2d 59, 69 [326 P.2d 238]—where a similar conclusion was based on different reasons.) ’ ’
Files, J., concurred.
■ A petition for a rehearing was denied December 5, 1963, and appellants’ petition for a hearing by the Supreme Court was denied January 7, 1964. Peters, J., was of the opinion that the petition should be granted.
The action was commenced by the plaintiffs on June 23, 1961.