## Facts

- A federal grand jury indicted National Dairy Products Corp. for conspiring to eliminate price competition in milk sales in the Greater Kansas City market, allegedly restraining trade in violation of § 1 of the Sherman Act.
- Raymond J. Wise, a corporate officer, was indicted as a codefendant on counts that incorporated the corporation’s alleged unlawful acts and also named him personally.
- In a bill of particulars, the government stated Wise acted solely in his capacity as an officer, director, or agent who authorized, ordered, or did some of the acts alleged to constitute the violation.
- Wise moved to dismiss the indictment as to him, arguing that § 1 of the Sherman Act does not apply to officers acting only in a representative capacity and that § 14 of the Clayton Act exclusively governs officer liability for corporate antitrust violations.
- The district court granted the motion to dismiss; the United States appealed.

## Issues

1. Whether a corporate officer who acts solely in a representative capacity for the corporation is a “person” subject to prosecution under § 1 of the Sherman Act.
2. Whether § 14 of the Clayton Act displaces or limits the Sherman Act’s application to corporate officers who authorize, order, or commit antitrust violations on behalf of a corporation.

## Decision

- The Supreme Court reversed the dismissal and remanded.
- A corporate officer acting in a representative capacity is a “person” within the meaning of § 1 of the Sherman Act.
- An officer may be prosecuted under § 1 when he knowingly participates in an illegal restraint of trade, including by authorizing, ordering, or helping to carry out the unlawful agreement.
- § 14 of the Clayton Act does not repeal, restrict, or provide an exclusive basis for officer liability in place of the Sherman Act.

## Legal Principles

- The phrase “every person” in Sherman Act § 1 includes individuals, including corporate officers, even when they act on behalf of the corporation.
- Sherman Act § 8’s statement that “person” includes corporations and associations is inclusive rather than limiting and does not exclude natural persons acting for a corporation.
- Clayton Act § 14 supplements antitrust enforcement by confirming officer liability for corporate violations; it does not create an officer-only regime that narrows Sherman Act coverage.
- Increased Sherman Act penalties apply to all “persons” covered by the statute, absent clear statutory text or legislative intent limiting heightened penalties to corporate defendants.
- Knowing participation in the illegal agreement is the basis for individual criminal exposure; representative capacity does not provide immunity.

## Conclusion

The Court held that corporate officers cannot avoid Sherman Act § 1 criminal liability by asserting they acted only for the corporation; an officer is a “person” under § 1 and is prosecutable when he knowingly authorizes, orders, or helps carry out an antitrust conspiracy.


United States v. Wise, 370 U.S. 405 (1962)