Mahoney v. Houghton & Richards, Inc. 347 Mass. 764

Interlocutory decrees and final decree affirmed. The plaintiff appeals from interlocutory decrees sustaining the demurrers of Houghton & Richards, Inc., and John 6. Flynn to the substitute bill of complaint and from a final decree dismissing the bill as to them. This minority stockholder’s bill attempts to plead wrongful acts on the part of Flynn and William A. Mahoney in their capacities as officers and directors of the corporation. Very general allegations that the two drew excessive salaries and conspired to transfer a majority of the corporate shares to Flynn constitute the heart of the complaint. Even the bill’s most definite allegation, that Mahoney “performed no services or no services of value,” involves a conclusion. The bill does not satisfy the requirement of G. L. c. 214, § 12, that “[t]he material facts and circumstances relied on by the plaintiff shall be stated briefly, and immaterial and irrelevant matters omitted.” See Christiansen v. Dixon, 271 Mass. 475. Any allegations of significant facts in the lengthy bill are so confused with unsubstantiated conclusions of fact and law and surplusage that the defendants ought not to be required to answer.