O. Miller Assocs. v. GCA Corp.
Opinion
Lead Opinion
Ashby, J.
Defendant GCA Corporation, whose Markite Division manufactured potentiometers (a technical instrument used in the aerospace industry), terminated its contract engaging plaintiff O. Miller Associates as its exclusive sales representative. Plaintiff brought this action for breach of contract. In a nonjury trial, the court found in favor of defendant and adjudged that plaintiff take nothing by its complaint. Plaintiff appeals.
The contract between the parties is embodied in a five-page typewritten agreement dated April 23, 1956.
*969 The agreement, in the form of an offer by defendant which was accepted by plaintiff, provides that defendant engages plaintiff as its exclusive representative in California and Oregon for sales promotion of potentiometers. (1 2 of the agreement.) “However, you [plaintiff] are not authorized to accept the order, nor to make any contract on behalf of [defendant]. Any order solicited, tendered to you, or otherwise obtained by you shall be forwarded to us for acceptance. All orders are subject to our final written acceptance . . . and absolute right to refuse acceptance of orders is reserved.” (1f 4.)