Reynolds Investing Company, Inc. (plaintiff), filed an eight-count complaint against a group of its directors (the group). The group included Clarence K. Reynolds and William F. Woodward (codefendants). Count four charged the group, collectively, with promoting transactions between the company and other firms in which some members of the group were financially interested. Count four did not specify in what way it was unlawful for the group to promote those transactions, or whether either Reynolds or Woodward was individually interested in the other firms or involved in wrongdoing. Count seven of the complaint accused Woodward of receiving company money without consideration but did not specify if Woodward was a company director at the time. The trial court ruled for the company and, when Reynolds and Woodward appealed, the New York Supreme Court, Appellate Division, First Department, affirmed the trial court's ruling. On appeal to the Court of Appeals of New York, Reynolds and Woodward both challenged count four, and Woodward challenged count seven, on the grounds that neither count alleged facts sufficient to constitute a cause of action.