Gill v. General Electric Co.

• Decision Date: 02 May 1904
• Docket Number: 26.
• Parties: GILL et al. v. GENERAL ELECTRIC CO.
• Court: U.S. Court of Appeals — Third Circuit

129 F. 349

GILL et al. v. GENERAL ELECTRIC CO.

No. 26.

United States Court of Appeals, Third Circuit.

May 2, 1904

David Lewis, for plaintiffs in error.

H. B Gill, for defendant in error.

Before ACHESON, DALLAS, and GRAY, Circuit Judges.

DALLAS Circuit Judge.

This was an action by the General Electric Company against Sidney S. Gill, William B. Gill, and T. Harvey Gill, to recover a balance due for electrical apparatus supplied and set up under and in pursuance of a certain proposal, acceptance, and approval in writing. The proposal, dated May 29, 1902, was made by the electric company, and was thus addressed:

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

(Hereinafter called the purchaser.) 'Address 1000 Chestnut St Philadelphia, Pa.'

It contained this clause:

'The foregoing proposal is subject to the approval of * * * the Manager of its (the Electric Company's) Philadelphia Office.'

The acceptance was as follows:

'To General Electric Company: Your proposal as above is hereby accepted this 4th day of June, 1902.

'Gill & Company, 'By Sydney S. Gill, 'W. B. Gill, 'T. Harvey Gill.'

The approval was in these words:

'Approved, Philadelphia, June 16, 1902.

'General Electric Company 'By E. D. Mullen, 'Manager, Phila. Office.'

Sydney S. Gill and T. Harvey Gill made no defense, and judgment was entered against them by default. As to William B. Gill the case went to trial, and the court below directed a verdict against him for an agreed amount. It is averred that this direction was erroneous, because, as is contended, William B. Gill was not liable under the contract sued upon. We cannot sustain this contention. It is true that he was not a partner in the firm of Gill & Co., to whom the proposal was addressed, but it is also true that he united with the members of that firm in accepting it. The paper which he signed is unambiguous and explicit, and it is impossible to ascribe any other significance to his signature. It must therefore be assumed that the approval by which the contract was completed was given upon the mutual understanding that all those who had executed the acceptance would be bound by it. This is the only construction, if construction it may be called, of which the acceptance is susceptible, and there is nothing in the proposal which calls for its rejection. The fact that Sydney S. Gill and T. Harvey Gill constituted the firm of Gill & Co., to whom the proposal was addressed is unimportant. As between themselves, these two may have regarded the transaction as a partnership one, but, as to the electric company, the position of the three accepting persons was simply that of joint contractors.

Looking only at the signatures to the acceptance, independently of the oral evidence which was referred to by the court below we concur in its opinion that the word 'by' after the partnership name, applies to Sydney, and to him alone. It cannot be supposed that this name was actually written by more than one person, and it could not have been written by authority of William B. Gill, for he not only concedes, but insists, that he was not a partner. Therefore the contention that he signed merely as one of three agents of the partnership of Gill & Co. appears to be baseless; and the alternative suggestion that he and the others signed, not for themselves, but as agents of the National Umbrella Company, is likewise inadmissible. The language of the writing is, 'Your proposal as above is hereby accepted. ' Accepted by whom? Of course, by the signers; and neither in the paper itself nor in the signature of William B. Gill is there any intimation of...