## Facts

- Gary S. Stevens formed four Florida corporations to perform government contract work.
- The corporations entered into a U.S. Navy contract to build an automated storage and retrieval system at the Portsmouth Naval Shipyard in Maine, with periodic progress payments tied to completion milestones.
- Stevens was the sole shareholder, exercised sole control over the corporations, and was the only corporate agent who executed contract-related forms.
- Stevens submitted multiple progress payment requests that misrepresented work completion, obtaining government funds to which he was not yet entitled.
- Stevens sought personal and commercial loans from federally insured banks, listing as collateral the same contract income in a deceptive manner.
- A jury convicted Stevens of (1) conspiracy under 18 U.S.C. § 371 (based on an alleged conspiracy with his corporations) and (2) substantive offenses including presenting false claims, making false statements, and defrauding federally insured banks.
- During deliberations, the jury asked whether a person can conspire with his own corporation when he is the only agent; the district court instructed that such a conspiracy was legally possible and that the general conspiracy definition applied to humans and corporations.

## Issues

1. Whether a sole stockholder who completely controls a corporation and is the sole actor in its activities can be convicted of criminal conspiracy with that corporation when no other human participant is involved.
2. Whether the district court’s instruction permitting conspiracy between Stevens and his wholly owned corporations required reversal of the conspiracy conviction.
3. Whether any error affecting the conspiracy count also required reversal of the substantive convictions, restitution order, or special assessments.

## Decision

- The Eleventh Circuit reversed Stevens’s conspiracy conviction under 18 U.S.C. § 371.
- The court held that, absent another human actor, Stevens could not conspire with corporations that he wholly owned, completely controlled, and solely operated.
- The court affirmed Stevens’s convictions and sentences on the substantive counts for false claims, false statements, and bank fraud.
- The court affirmed the restitution order and the statutory special assessments imposed on each remaining conviction.

## Legal Principles

- Criminal conspiracy requires an agreement between “two or more persons,” reflecting the added danger of coordinated criminal action by multiple autonomous decision-makers.
- Although a corporation may qualify as a “person” capable of conspiring, the plurality requirement is not met where the corporation’s actions and intent are wholly and exclusively those of a single human being.
- When a defendant is the sole shareholder, exercises complete control, and is the sole actor for the corporation, a purported “agreement” between the defendant and the corporation does not constitute the distinct meeting of minds required for conspiracy.
- A legally erroneous jury instruction on the availability of conspiracy under these circumstances requires reversal when conspiracy liability rests entirely on the purported defendant–corporation agreement.
- Reversal of a conspiracy count does not disturb independently supported substantive convictions based on the defendant’s misrepresentations and fraudulent conduct.

## Conclusion

The court held that conspiracy liability cannot rest solely on an alleged agreement between a single individual and corporations that individual wholly owns and exclusively operates; because the district court instructed otherwise, the conspiracy conviction was reversed while the substantive fraud-related convictions, restitution, and special assessments were affirmed.


United States v. Stevens, 909 F.2d 431 (11th Cir. 1990)