#### Fred D. Davis, Appellee, v. The Stevens-Davis Company, Appellant.

Gen. No. 20,262.

(Not to be reported in full.)

Appeal from the Municipal Court of Chicago; the Hon. John J. Suluvan, Judge, presiding. Heard in this court at the March term, 1914.

Affirmed.

Opinion filed April 26, 1915.

Statement of the Case.

Action by Fred D. Davis against The Stevens-Davis Company in the Municipal Court of Chicago. Trial before the court without a jury. The plaintiff was a stockholder in the defendant corporation and also had a contract with it to solicit advertising contracts for which he was to receive a commission. He worked *375for the Company under this contract from May 1,1912, to September 11,1912. The plaintiff filed an amended petition for commissions earned from and subsequent to May 1, 1912, due under an agreement to pay him twenty per cent, commissions on all work secured by him, setting out a list of twelve contracts. He also declared that the Company owed him an additional sum for dividends duly declared on his holdings of capital stock. Defendant filed the affidavit of its president to the merits and a set-off. Judgment for the plaintiff for $921.17. Defendant brings error, the plaintiff alleges cross-error on the disallowance of his claim for dividends.

Abstract of the Decision.

1. Corporations, § 163 * -—when stockholder not entitled to recover undivided profits. A stockholder cannot maintain an action at law against a corporation to recover undivided profits. A dividend must first he declared.

2. Corporations, § 261*—when corporation not estopped as against director. Credits placed upon the hooks of a corporation at the direction of a director cannot, in an action by the director based thereon, operate as an estoppel against the corporation where the evidence fails to show affirmance or consent thereto by the other directors.

3. Action, § 68*—when unmatured claims may he inserted hy amendment. Under proper pleadings and amendments items of the same nature as those originally sued for which mature between the commencement of the suit and the trial may he brought in.

Mather, & Hutson, for appellant; William A. Sheehan, of counsel.

Jonas & Hess, for appellees.

*

See Illinois Notes Digest, Vols. XI to XV, and Cumulative Quarterly, same topic and section number.

Mb. Presiding Justice Brown

delivered the opinion of the court.