General Electric Co. v. Gill

• Decision Date: 16 January 1904
• Docket Number: 59.
• Citation: 127 F. 241
• Parties: GENERAL ELECTRIC CO. v. GILL et al.
• Court: U.S. District Court — Eastern District of Pennsylvania

127 F. 241

GENERAL ELECTRIC CO. v. GILL et al.

No. 59.

United States Circuit Court, E.D. Pennsylvania.

January 16, 1904

Read &amp Pettit, for plaintiff.

David Lavis and George L. Crawford, for defendant Wm. B. Gill.

J. B McPHERSON, District Judge.

In May 1902, Sidney S. Gill and T. Harvey Gill, electrical contractors, composed the firm of Gill & Co., their office being at 1000 Chestnut street, in the city of Philadelphia. In that month they entered into a contract to furnish certain motors and other electrical apparatus for the factory of the National Umbrella Company, situated at Thirtieth and Thompson streets, in the same city, and asked the General Electric Company to make a proposal to furnish the machinery and apparatus that were needed. Accordingly, on May 29th, the electric company submitted a written proposal, signed 'General Electric Company, by J. B. Porter, Philadelphia Office,' and addressed as follows:

'To Messrs. Gill & Co. (For the National Umbrella Co.)

'(Hereinafter called the Purchaser)

'Address, 1000 Chestnut Street, Philadelphia, Pa.'

On June 4th the following acceptance was signed, immediately under the signature of Mr. Porter:

'To General Electric Company:

'Your proposal as above is hereby accepted this fourth day of June, 1902.

'Gill & Co. 'By Sidney S. Gill, 'President. (deleted)

'Attest:

' . . . 'Secretary.'

The words 'By' and 'President' were printed (being evidently part of a form to be used when the acceptor was a corporation), and 'President' was erased, apparently, as inspection of the paper will show, by Sidney, at the time when he appended his signature to the acceptance. In this condition the paper was brought to Mr. Porter by Sidney, and was laid before E. D. Mullen, the manager of the Philadelphia office, whose approval was necessary before the contract could take effect. Mr. Mullen was not satisfied with the financial responsibility of the firm of Gill & Co., and declined to approve the acceptance, unless William B. Gill, who was the father of Sidney and Harvey, should guaranty it. A separate agreement of guaranty was thereupon handed to Sidney to be executed by his father, but, so far as appears, this agreement was never signed. Instead the paper containing the acceptance of Gill & Co.was brought back to the company on June 17th or 18th by Harvey, but the acceptance was now signed by 'W. B. Gill' and 'T.Harvey Gill' also, their names being written that order under the name of Sidney S. Gill; and the acceptance thus executed was then approved by Mr. Mullen. His approval, which is dated June 18th, made the contract complete. The machinery contracted for was delivered by the plaintiff to Gill & Co. f.o.b. at Philadelphia, and was set up in the building of the umbrella company. Default having been made in the payment of the contract price, this suit was brought against Sidney, T. Harvey, and W. B. Gill as individuals. Sidney and Harvey made no defense, and judgment was entered against them by default. W. B. Gill elected to go to trial, and defended on the ground that the contract shows on its face that he merely signed as the hand of Gill & Co., and that, as Gill & Co. were acting, not for themselves, but as agents for the National Umbrella Company, and had disclosed their principal, he could not be held liable as an individual signer.

I do not dispute the proposition that, if a written contract, either in the body of the writing or in the signature at the end, shows distinctly that a signer is merely an agent acting for a disclosed principal, the signer is not personally bound. The Supreme Court of the United States, in Sun Printing Ass'n v. Moore, 183 U.S. 642, 22 Sup.Ct. 240, 46 L.Ed. 366, where a contract was signed, 'Chester S. Lord, for The Sun Printing and Publishing Association, ' thus states the rules to be applied in this class of cases:

'The first question to be determined is, assuming for the present that Lord had authority to bind the Sun Association, was the first document the individual contract of Lord or that of the Sun Association?

'The rule of law to be applied in the determination of this question is thus stated in Whitney v. Wyman (1880) 101 U.S. 392, 395 (25 L.Ed. 1050):

''Where the question of agency in making a contract arises, there is a broad line of distinction between instruments under seal and stipulations in writing not under seal, or by parol. In the former case the contract must be in the name of the principal, must be under seal, and must purport to be his deed, and not the deed of the agent covenanting for him. Stanton v. Camp, 4 Barb. (N.Y.) 274.

"In the latter cases the question is always one of intent; and the court, being untrammeled by any other consideration, is bound to give it effect. As the meaning of the lawmaker is the law, so the meaning of the contracting parties is the agreement. Words are merely the symbols they employ to manifest their purpose that it may be carried into execution. If the contract be unsealed, and the meaning clear, it matters not how it is phrased, nor how it is signed, whether by the agent for the principal, or with the name of the principal by the agent, or otherwise.

"The intent developed is alone material, and when that is ascertained it is conclusive. Where the principal is disclosed, and the agent is known to be acting as such, the latter cannot be made personally liable unless he agrees to be so.'

'Now, while Lord is referred to in the body of the first writing as an individual, he signed the agreement 'For The Sun Printing and Publishing Association.' Clearly, this was a disclosure of the principal, and an apt manner of expressing an intention to bind such principal.'

Other cases to the same effect are cited in the brief of the defendant's counsel: Continental Nat. Bank v. Heilman (C.C.) 81 F. 36; Gadd v. Houghton, 1 Exch.Div. 357; Hough v. Manzanos, 4 Exch.Div. 106; Ogden v. Hall, 40 L.T. 751; Pike v. Ongley, 18 Q.B.Div. 710; Whitford v. Laidler, 94 N.Y. 145, 46 Am.Rep. 131; Campbell v. Baker, 2 Watts, 84; Hopkins v. Mehaffy, 11 Serg. & R. 126. But, in my opinion, the rule has no application to the present case. As I construe the contract, Gill & Co. did not assume to act as agents for the umbrella company, but entered into the contract upon their own account. It may be conceded that the words, 'For the National Umbrella Company,' are capable of the construction contended for by the defendant but in the position where they are found in the writing they are equally capable of the construction...