*1 UNITED STATES v. COOPER CORPORATION et al. Argued
No. 484. March 1941. Decided March whom Hugh Cox, with Solicitor General Biddle B. Mr. General Arnold were on Attorney Assistant the United States. brief, for *3 Ouinther, Robert with whom Messrs. Day, Luther Mr. Bruton, Jr., Arthur, Bass, Paul H. John C. M. Lyman Dunn, Wesley Thurlow Gordon, Charles Paul Van M. Anda, Joseph P. were on Murray brief, respondents. *4 opinion delivered the Justice Roberts
Mr.
Court.
We case it presents important took this because the the may whether maintain an ac- question tion for treble 7 of the Act.1 § Sherman complaint charged respondents The illegally had 1 July 2,1890, Act of c. 26 Stat. to fix conspired prices
combined articles collusive purchased by alleged dam- States; money age upon thereby, sought inflicted United States judgment The for three times amount. District granted complaint Court motion to on dismiss ground that the is as the term person United States is in Act.2 The Circuit used 7 of the Court of judgment.3 affirmed the Appeals provides: Section 7 injured in
“Any person who shall be his business or by any other or reason of property person corporation declared to unlawful this anything act, forbidden or therefor in circuit the United States any court of may sue in or found, the district which defendant resides is controversy, to the amount and shall respect without damages by him three fold the sustained, recover attorney’s including a reasonable fee.” of suit, costs juristic person is a sense that The United States made with it upon contracts capacity has sue rights. The Sherman property of its vindication which rights new remedies are avail- created however, whom are they to those on conferred only able precise question decision, therefore, Act.4 phrase “any person,” Congress by the use whether, upon confer United States the intended to damages against treble action for a violator an maintain of the Act. the term in “person” does not usage, common
Since, phrase employing statutes are the sovereign, clude it.5 But there to exclude is no hard ordinarily construed Supp. 848. 31 F. 2d 413. 3 114F. 4 165, 174; Co., Refining v. U. Mfg. S. Products Co. Corn Wilder 27, 29; 240 U. S. Lighting Co., Geddes v. Fleitmann v. Welsbach Street Mining Co., 254 S. U. Copper Anaconda 530; 315, 321. Id., S. 52 Y. U. Fox, N. United States
605 subject The the purpose, exclusion. and fast rule of and the execu legislative history, the context, matter, of the are aids to construction interpretation statute tive term, to by indicate an the use may which intent, *6 law.* scope or nation within the bring state “person” that often the word The admits Government sovereign but not to include is such a sense as used instance, its present as wider urges that where, tends is consistent and to application with, effectuate, the term should policy by evidenced public statute, it strongly And held to embrace the Government. be Congress the considerations which moved urges all individuals damages upon recover confer the to Act apply violations of the injured by corporations large as a which, the United States, force to equal with to be likely is as goods procurer services, as is a monopolies denounced combinations by the in this We are corporate person. asked, view, natural the Government deny not to as so to construe thought require. is public policy what construction of not to be reached strict Decision is of artificial application nor the the words of we are to read contrary, On construction. canons of ordinary its and natural language sense, statutory light, only resolve them the remain, if doubts intended to served enactment, the policy available aids to well, by all other construction. but, engraft function to on a statute additions not our But legislature logically might or should we think which made.7 have 102, 110; Levy McCartee, 6 Pet. v. Freeman, United
6 See v. 360, 370; 565; 292 S. v. Helvering, v. U. How. Nardone Ohio U. S. States, United 364; Dewey States, S. 178 U. 175 U. v. S. Pedro, United 438, 451; 520; 182 U. S. Co., 510, 519, & Chicago Title T. v. Pirie 552; 545, 551, Poston, 191 U. S. Ebert v. v. White 554; U. S. Oregon Co., Helvering Ins. U. S. Life *6 Tigner Texas, this in of court The recent expressions that for the warn it not courts 310 U. S. is 148, 149, in the policy-making in of field of indulge the business Congress large left us has not at legislation. antitrust for the means Govern- every protecting to devise feasible Congress It is the of ment function purchaser. as end, Congress discharged means has fashion to that according time to its own duty from time to this wisdom. the endeavor to ascertain from function ends with Our in used, the the light the construed relevant words Congress. in fact the intent what was material, the the going beyond words of section, Without is insufficient to phrase “any person” use of the authorize conclusion is an action the Government. This sup if purpose to include by the fact that was ported ordinary dignities speech “the would name.8 It supported led” to its mention is have also in phrase The pro collocation section. injured by that violation of the “any person” is vision corporation” may or “by any person Act other maintain against the latter. for treble It is an action used in Congress “person” the term hardly credible it in the same sentence. unless did, different senses Yet, only be entitled to sue would but treble damages. for The be liable to suit more would meaning is that think, we inference, natural usually limited what are both uses known word is, individuals persons, and artificial as natural addition, concluding In words of the corporations. part of his rea give party, costs, section more attorney's fee, provision appropriate for sonable —a litigant than United States. private term of an portion connotation of a one The by reference use be clarified to its others. often may Pringle, 268 U. S. Davis v. The “person” word is used several sections other than In §. §§ 1, 2, phrase designating liable those criminally is “every person who In in- shall” etc. each stance it is obvious that while the term “person” may well include a corporation cannot embrace the United States. Congress §In attempted to make clear that the term “person” is to corporation. include a provision “that the word 'person/ wherever 'persons/ used this shall act be deemed to include corporations and associa- *7 existing tions under or authorized the laws of either the any laws of of the the States, Territories, laws of any State, or the laws of any foreign country.” very The that however, sweeping this inclusion of fact, entities thought important various was to preclude any emphasizes narrow if interpretation the fact that the States was intended to be included Congress United would have in provided expressly. may say so We that passing argument may the that the United States be treated as its corporation organized a under own laws, is, under the fundamental law, the Constitution as seems so strained It serious consideration. is fair to merit to assume in the absence of an “person,” that the term indication to Congress throughout the employed contrary, in same, in the and not senses. different, the Act legislation and structure are scheme like proper to a ascertainment of its important purpose wise impose intent. Sections criminal sanc 1, 2, in the acts denounced tions for violations of those sections jurisdiction gives Section 4 to the federal respectively. by the to proceedings courts of Government restrain vio imposes upon of the Act and United States lations Attor equity institute that end. neys duty proceedings to to regulates service such suits. Section 6 author Section in the course of interstate of izes transportation, seizure, any pursuant contract or to goods any owned con illegal by the made statute. spiracy with Thus deals detail the criminal and far civil Government vindication remedies legislation. only There follows other policy giving injury civil action for an to substantive section, rights. property envisaged
It that the Act classes of seems evident two to actions, only made available the Government, —those and, a right provided addition, which are first detail, damages granted treble private for redress of action If fair construction of the injury. this it gives finished when effect to the purposes is Court’s task by the various remedies it affords evidenced law, Though the law gave remedy for different situations. at the suit of the way injunction United say person a private should pressed we were have remedy. compelled We were to answer that the same provide.9 not seen fit so to For the like Congress had a private hold that since purchaser we cannot reasons in treble his losses remedy given damages, the same remedy. be awarded should legislation support lends Supplemental view *8 in the distinction pub had mind between Congress that remedies and did intend to confer private lic and by the United States on use of the right of action in The § 7. antitrust of person” provisions phrase “any Act10 the same pattern Wilson Tariff follow as 7311 denounces combinations and Act. Section Sherman parties importing from a agreements between articles every that foreign country person guilty and declares 9 Co., 71; 194 U. S. Paine Lum Minnesota v. Northern Securities was amended authorize Neal, S. 459. The Act to U. ber Co. litigants. by private Clayton Act of injunctions See the for suits 15, 1914, 323, 16, 730, 737; c. S. C. 26. 38 Stat. 15 U. § § October 27, 1894, c. as Act August 28 Stat. amended Act of 667; 12, 1913, c. 15 U. S. C. Feb. Stat. § 570, 37 Stat. 11 28Stat. con- punished. be Section 74 of its terms shall
violation and authorizes jurisdiction fers the federal courts upon in to restrain proceedings United States equity and forfeiture provides acts. Section 76 for seizure such to contrary imported into United States property any to gives damages action for treble an § law in the against any person corporation other or person Act. of 7 of Sherman exact words Act of provisions of the Revenue antidumping im- “any person” it a criminal offense 191612 make foreign cause country sell, from or porting articles or within sold, be such articles imported than the market substantially value such States at less principal mar- exportation the time of at articles further They etc. country of production, kets injured in any prop- his business or person declare in the United may sue therefor erty by any violation costs, damages threefold courts and recover It attorney’s fee. must be ob- reasonable including a United States cannot embraced vious that “any person” there phrase used. Congress supplement came to
When Act,13 signifi- it in the latter a Clayton included by the question under considera- bearing upon cant section adjudicated to whether had issues tion. Doubts arisen brought by in equity or a suit proceeding criminal be taken as concluded an ac- should the United States an brought by subsequently treble tion for sought Act was Clayton By § 5 party. effect. The section adjudication give such provides: any rendered in decree hereafter judgment
“A or final any suit or proceeding prosecution criminal *9 756, 1916, 798, 15 U. S. C. 8, 463, c. 39 Stat. September 12 Act of § c. 38 Stat. Act of October
equity brought by or on behalf of the United States under antitrust to the laws effect that defendant has violated said be prima laws shall facie evidence against any such defendant suit or proceeding brought by any other party against such defendant said laws as all respecting judgment matters which said or decree would be an as between estoppel there- parties Provided, to: This section shall not to consent apply judgments or decrees entered before any testimony has been taken.”
Immediately following this provision the section con- tinues :
“Whenever any suit proceeding or or equity criminal prosecution is instituted to prevent, or punish restrain of any laws, violations of the antitrust running statute in respect limitations every private right arising each and of action under said laws and based or part any whole on matter com- plained of said suit proceeding shall suspended during pendency thereof.” again Here seems recognized clear that Congress between proceedings' distinction initiated by the Govern- rights vindicate public ment actions private damages. litigants for be noted 1§
It should of the Clayton again “person” exactly the term as it defined defined by § 8 again any § enacted that per- might injured by a violation damages son recover treble attorney’s with a reasonable together fee. been judicial
There has a considerable body of ex to the effect pression 7 authorizes an action for only by private suitors and the Governm While none of cases presented ent.14 the exact ques- 822; 14 Pidcock v. 64 F. Harrington, Lowenstein v. 69 F. Evans, 908, 911; Greer, Stoller, 1, 3; City v. 71 F. Mills & Co. Atlanta
611 subject on the bearing tion here the statements involved, to the contrary exhibit a Government’s opinion uniform present contention. the Sherman legislative history persuasive a civil give
Act not intended to the United States March damages. 18,1890, action for Senator on Sherman, that the United § introduced a bill provided which, 1, hr and, might civil bring 2,§ various actions States or any “person” be- entitled to sue “any person” should damages.15 for double “corporation” § out that 1 the bill it was pointed In the discussion includ- actions bring States to civil authorized private § damages 2, for simple that, those ing damages. for Senator were entitled to sue double parties for double gave to sue stated that 2 § not to the United parties and damages only private Mfg. Sanitary 904; Chattanooga Foundry Co., 900, 101 F. Standard Patterson, 20, 52; v. States, 226 U. S. United States v. Co. United Michigan 714; & Lake Shore F. Investment Co. v. 201 General Co., 286; Dickinson Fuel Ry. Co., Glenn v. Coal Co. S. So. U. Pictures, Quemos Bros. Theatre v. Warner 889; 72 F. Co. 2d 141, 148. Tigner Texas, 310 S. Supp. 950; U. F. 1: “Section original shall have And the court “. . . circuit United equity law or in a civil nature at common jurisdiction of all suits of process, orders, section, all remedial or arising under issue this And necessary provisions. enforce its the Attor- proper writs attorneys hereby directed, are ney-General and the district several prosecute States, to commence and all such name of judgment and execution.” cases to final 2:
“Section any person corporation or or damnified such “That contract, agreement, arrangement, trust, combination or defined may recover, any sue for and court of first section of this respect competent jurisdiction, without to the United States corporation any person party or to a involved, of combination amount in the first section of this twice amount of described suit, together with the costs sustained and reasonable attorney’s fee.”
States. He stated that the civil suit the United States might an by authorized for ouster of the power corporation, quo warranto, damages, added: “But the second section provides purely a per- sonal remedy, a civil suit also citizens of the United *11 States.”16
As is well after known, Senator Sherman’s bill had been Hoar rewrote amended, Senator most of the bill. In so doing he eliminated § 1 with its provision for civil suits by the United States and substituted §§ 1, 3, 2, 4, 6, specifying the remedies, civil, by criminal, way of forfeiture, available to the United States. In revi- sion he with retained, slight change, § 2 of the bill, increas- ing the recoverable to treble instead of double, and renumbered the section as In this form the bill adopted. was already
As stated, language §of 7 of the Sherman repeated was in later extending statutes the antitrust although in laws the meantime this and other courts had expressed thé view section accorded the Govern- right ment no of suit for damages. treble When the Clayton Act before the Senate, Senator Culberson, Chairman of the Committee which reported bill, enumerated the usual types of prosecuted action under Act, the Sherman prosecutions, suits equity, —criminal and actions for damages, stated with respect to Gov- ernment suits under the Sherman Act and the Clayton Act: “There is no suit by authorized any of these statutes prosecution criminal except a or a suit in equity. The does not United States bring a suit at law for damages.” 16 Cong. Rec. 2563-2564. 17 Cong. Rec. 13898. Statements members of the House Judiciary Committee indicate a similar Cong. view: 51 Rec. Representative Webb the chairman of that Committee men the civil remedies available tioned under the bill as damage treble to a response In Senate Attorney General, 1926 the respect to cases for information with asking Resolution instituted under first seven sections private gives wrote: “Under Section which arising injuries act, under persons sue/or The United been instituted. a number actions have party is not a to suits statute States, however, under that section.” which is O’Mahoney bill, Senator has introduced a him and jointly pending 2719, prepared as S. mat- charge of antitrust Attorney General
Assistant that the pur- the Senator stated ters. On June civil effective reme- pose more provide bill was to he “There is In the course his statement said: dies. mentioning un- worth available only remedy one other existing of Justice —the civil Department der law to the In injunction. addition, there is action action for-an *12 injured. who been damages by private person has He remedies is effective.” further Neither of these in effect, States, permits “The bill stated: offending damages against corpora- an bring a suit for directors and officers.” against tion its individual and expressions light It is the significant that, legis legislation, and the by the courts, supplemental the brought the by no has ever been action lative history, during fifty years which the United States under § Commission, by by the Federal Trade suits persons, suits actions by persons. similar suits injunctions, for and the United States “Certainly remedies are cumulative. The remedies He said the then open the remedies are to the individual and to pile up, all of and Cong. obviously Rec. 16276. But in a suit.” the Government given public the remedies individual he the the meant that clearly they are; is cumulative, plain for it the respectively were as is Commission Trade not afforded to remedy given Federal individual. Cong., Sess., p. 1st 79, 69th Doc. No. Sen. Cong. Rec. 8192.
19 84 been in statute force until the present has action was Down year 1937, instituted. to the close of the 428 criminal prosecutions equity and suits had been instituted by the Government.20 Down to December, 1939, 103 civil had been by private suits instituted per- sons, including corporations.21 In the meantime World with War intervened purchaser Government a of enormous quantities of material and supplies. Then, complaint now, prevalent agreements that conspiracies fix existed to and maintain prices materials needed the Government. Arid throughout legislation the life of the able vigilant de- officials voted to enforcement of the policy have not wanting. been
In these circumstances the conviction that no right to given sue had been rather than Government, a supine to an neglect to resort available remedy, seems to us the true of the fact no explanation such actions have been instituted United States.
In we are of summary, opinion the text of the taken in its natural ordinary makes sense, against “person" the extension the term to include and that the usual aids to construc- together, inducing taken instead of tion, the contrary go support view that conclusion, Congress did Government, in the not use the word sense which the contends. judgment
Affirmed. *13 20 published by Laws,” Department “Federal Antitrust of Jus January tice 1938. 296. Yale Law Journal
21 49 Murphy took no part considera- Mr. Justice tion or decision this case.
Mr. dissenting. Justice Black, In give order to purchasers goods an opportunity to buy them at prices by fixed competitiye trade, Sher man Act made it illegal prices by to fix combination or conspiracy. It is difficult Congress for me to believe that did not give equal intend to protection to all purchasers injured. In similarly my language no of that judgment, Act, nothing argument its and no now history, presented for our consideration necessary makes the conclusion that Congress intended to discriminate favor of some pur against chasers and others. It require would clear and unequivocal statutory language to me persuade that Con gress intended to grant remedy to all except one of those who were trust by prices “all” including every —the natural and artificial every corporation person, and asso ciation,* foreign and single and the domestic, exception report Senate,
1 A 1940 made the Secretary Treasury pursuant Resolution, to a Senate revealed government that the federal transacting part through its business the medium of at least government corporations. Senate Document Cong., No. 76th Sess., 1, p. judgment 3rd Part here does not foreclose such corporations suing from or so I assume. If my assumption, I the result is am correct that as to those purchases corporate agencies, its protected made Government is by the purchases while as to those made its non-corporate agencies, protected. process not so A statutory construction government giving corporations which results denied to constitutionally government departments authorized seems to me to frequently declared conflict with rule that a statute should not be interpreted way produce in such as to an unjust unreasonable or result. Trucking Associations, v. American See United States U. S. 542-543; v. United Sorrells U. S. *14 buys goods more
being the United which serv single than No such clear any purchaser.* ices other And no unequivocal statutory language plausible exists. government reason been hazarded prove has to goods as a needs less from purchaser protection unlaw ful than buyers.3 Many combinations do other deplorable our fact, contrary. instances indicate history, no doubt stimulated to action these historical Congress, recognized has numerous enactments occurrences, urgent necessity safeguarding governmental purchases against of goods and services unfair and price- collusive fixing. bidding To that end, competitive prerequisite as a government general to contracts has been the statutory long period years, rule over a and combinations to de government prive advantages of such competi made tion have been criminal. It is therefore strange indeed that the greatest of all legislative efforts to make the law of competition, combination, should now be found afford greater to trade, protection against price-fixing collusive to every other buyer States than is afforded to the United States itself. much for what seems to me
So to be the logical ap- the problem, to and the proach one that should cause the government us to can say sue for damages. If, apply we familiar however, canons of construction, I think we are led to the same result. For it primary is a that a law principle should be construed so as to carry study, 2 For recent see Purchasing “Government Economic —An Commentary,” Monograph No. 19 the Temporary National Eco (1940). nomic' Committee argument An is offered to the government effect that has no right damages, need of a power bring because it has criminal injunctive proceedings. But bring proceedings those given government protection to’the for the public, rather self-protection than for its purchaser. Further, criminal and injunctive proceedings, whatever their efficacy, do not achieve the object indemnify which is to purchasers. all at of the evil aimed light in the purpose, out its *15 the among afforded. Here, to be intended protection price-fixing by combination, against legislated evils aof giving was the afforded remedies among the fixed. prices so purchasers to action right of single the largest pur- to denying of this result case— the nation sold manufactured goods all chaser of to restrict legislation by this afforded the protection —is that the evil at is less way aimed remedy in such the the given For construction the suppressed. to likely government the and civil sales to insofar as Sherman violating those of guilty enables damages are concerned, its escape consequences, provisions, elude its it to objects. its defeat Attor- failure of the previous the
Nor do I believe that
bring actions simi-
States to
neys General
reason
read
to
persuasive
be deemed a
lar
this should
tó
benefits.
the Act’s
The 1926
out of
the government
Attorney General
to
effect
of the
statement
to
party
...
is not a
suits under”
States
“the United
a reason. For
supply
quoted
such
not
7 does
posi-
did not take the
Attorney
General
statement
the power
lacked
to sue for
government
tion that
he
what
had reference to was
apparently
damages;
civil
Act did not
make the United
the fact that
damages
for civil
by private
actions
party to
persons.
do not know and
against private
We
persons
prior
determine
no
suits were insti-
possibly
why
cannot
government.
benefit
rea-
assign
tuted for the
To
guess.
inaction
but
And
guesses
for such
sons
vary
doubtless
almost
would
accordance with the pre-
guessers.
might
conceived notions
But whatever
government’s
been the
have
reasons behind
failure
the Attorney
sure it is
sue,
General
is not the
purchasing agent
government. He cannot be as-
knowledge
to have constant
sumed
manifold prob-
government’s
buy
supplies.
face
who
leras that
those
In the
it is
true that even an
analysis,
probably
final
Attorney
might zealously
who
desire to enforce
General
Act
provisions
the criminal
of the Sherman
would
likely
proceedings
be stimulated to institute civil
directed to the point
unless his attention was
diligent
agencies.
alert and
To
keenly
purchasing
the Sherman
attempt
to construe
a vain effort
appraise
responsible
the reasons
for the non-action of
Attorneys
journey
General is
into the realm impon-
it unnecessary
derables I find
to take.
I
simply
would
read
language
the Act from its
manifest purpose as
goods
giving
purchasers
all
if
to sue
pf
they have
*16
prices
result
been
as the
of
held up by those
types of unlawful combination
condemned
the Act.4
of
principle
strict construction now
in
adopted
resulting
it
in
case,
this
as
does
denying to
govern-
ment the
of
7 of
§
benefit
the Sherman Act, is a radical
departure from a long established policy under which the
courts have construed laws
in
liberally
most
order to de-
4Though
naming
the Act is
in
all-inclusive
who may
those
sue for
damages,
equally
it is not
all-inclusive in describing those acts which
may
regarded
be
as unlawful combinations.
This is true both because
objects
original
language
of
and
itself,
of
Sherman Act
subsequent
legislation.
because of
The most
example
notable
of
subsequent
legislation
portion
such
is that
Clayton
Act which
provides:
being
“The labor of a human
is not
commodity
a
or article
Nothing
of commerce.
contained in the antitrust
laws shall be
operation
construed to forbid the existence
labor,
agricultural,
organizations
or horticultural
...
or to forbid or restrain individual
organizations
members of such
lawfully
from
carrying
legiti
out
objects thereof;
mate
shall
nor
such organizations, or the members
thereof,
illegal
be held or construed to be
combinations
conspira
or
trade,
cies in
restraint
the antitrust
-laws.”
38 Stat.
Apex
Hosiery
15 U. S. C.
See
Leader,
v. Co.
620 they tration of the law when are required by the de 6 justice.” mands of convenience particular These are cases but general facets of a rule long that has accepted been United States can —the all of the legal exercise remedies which other persons, bodies or associations can exercise, both at common law *****7 statutes,* and under unless there is something inor history statute its to indicate an intent to deprive United right.8 States that In this case, nothing in the Sherman Act itself and nothing legislative its history necessary makes the conclusion that Congress intended to withhold from the United States a remedy given to all other purchasers.9 Under these circum opinion it my stances, judgment below should be reversed. Douglas
Mr. and Mr. Justice Reed Justice join this dissent.
6To carry this statement the Court added: “If to purposes out the of a statute it be admissible to construe the 'person’ word including to that having effect previously cited], [cases been why, it is hard to circumstances, see like it is inadmissible to con 'resident’ including strue the word as likewise the United States.” Helvering, 360, 370-71; Stanley Cf. Ohio v. 292 U. S. Schwalby, v. 517. U. S. Dugan States, v. United See 172; Wheat. United States v. Gear, States, supra. Cotton v. United 120; 3 How. Cf. Dollar Sav ings Bank v. 227; United States 19 Wall. Cham v. berlin, 219 U. S. Pringle, Cf. Davis 268 U. S. legislative history of the enlightening Sherman Act is not on question now us. best, before At all that can be said of the very few and scattered statements subject were made on the during Clayton on they debates Act is that look both ways.