What is the effect of a demurrer in a second amended complaint?

The appeal is by the plaintiff from a judgment of dismissal that was entered after a demurrer had been sustained to his second amended complaint, without leave to amend. The demurrer was special as well as general, but the sufficiency of the second amended complaint to state a cause of action is the only question argued on appeal. The answer to that question depends upon the construction to be [178 Cal.App.2d 883] placed upon the written contract that is the basis of plaintiff's case. Not being bound by the trial court's interpretation of the writing at this stage of the proceedings (Messenger v. Messenger, 1956, 46 Cal.2d 619, 626, 297 P.2d 988, 992), we have examined the contract and reached the conclusion that the second amended complaint states a cause of action. There is a bit of uncertainty in the contract--drafted by the defendants and so to be construed against them (Civil Code 1654)--which upon a trial, may be the subject of clarifying evidence, but the present judgment must be reversed.