American Society of Mechanical Engineers, Inc. v. Hydrolevel Corp.

456 U.S. 556, 102 S. Ct. 1935, 72 L. Ed. 2d 330, 1982 U.S. LEXIS 3

Opinions

Justice Blackmun

delivered the opinion of the Court.

Petitioner, the American Society of Mechanical Engineers, Inc. (ASME), is a nonprofit membership corporation organized in 1880 under the laws of the State of New York. This case presents the important issue of the Society’s civil liability under the antitrust laws for acts of its agents performed with apparent authority. Because the judgment of the Court of Appeals upholding civil liability is consistent with the central purposes of the antitrust laws, we affirm that judgment.

I

ASME has over 90,000 members drawn from all fields of mechanical engineering. It has an annual operating budget of over $12 million. It employs a full-time staff, but much of its work is done through volunteers from industry and government. The Society engages in a number of activities, such as publishing a mechanical engineering magazine and conducting educational and research programs.

In addition, ASME promulgates and publishes over 400 separate codes and standards for areas of engineering and industry. These codes, while only advisory, have a powerful influence: federal regulations have incorporated many of them by reference, as have the laws of most States, the ordinances of major cities, and the laws of all the Provinces of Canada. See Brief for Petitioner 2. Obviously, if a manufacturer’s product cannot satisfy the applicable ASME code, it is at a great disadvantage in the marketplace.

Among ASME’s many sets of standards is its Boiler and Pressure Vessel Code. This set, like ASME’s other codes, is very important in the affected industry; it has been adopted by 46 States and all but one of the Canadian Provinces. See id., at 5. Section IV of the code sets forth standards for components of heating boilers, including “low-water fuel cutoffs.” If the water in a boiler drops below a level sufficient to moderate the boiler’s temperature, the boiler can “dry fire” or even explode. A low-water fuel cutoff does what its name implies: when the water in the boiler falls below a certain level, the device blocks the flow of fuel to the boiler before the water level reaches a dangerously low point. To prevent dry firing and boiler explosions, ¶ HG-605 of Section IV provides that each boiler “shall have an automatic low-water fuel cutoff so located as to automatically cut off the fuel supply when the surface of the water falls to the lowest visible part of the water gage glass.” Plaintiffs Exhibit 30A. See 635 F. 2d 118, 121 (CA2 1980).

For some decades, McDonnell & Miller, Inc. (M&M), has dominated the market for low-water fuel cutoffs. But in the mid-1960’s, respondent Hydrolevel Corporation entered the low-water fuel cutoff market with a different version of this device. The relevant distinction, for the purposes of this case, was that Hydrolevel’s fuel cutoff, unlike M&M’s, included a time delay.¹

In early 1971, Hydrolevel secured an important customer. Brooklyn Union Gas Company, which had purchased M&M’s product for several years, decided to switch to Hydrolevel’s probe. Not surprisingly, M&M was concerned.

Because of its involvement in ASME, M&M was in an advantageous position to react to Hydrolevel’s challenge. ASME’s governing body had delegated the interpretation, formulation, and revision of the Boiler and Pressure Vessel Code to a Boiler and Pressure Vessel Committee. See App. 120. That committee in turn had authorized subcommittees to respond to public inquiries about the interpretation of the code. An M&M vice president, John W. James, was vice chairman of the subcommittee which drafted, revised, and interpreted Section IV, the segment of the Boiler and Pressure Vessel Code governing low-water fuel cutoffs.

After Hydrolevel obtained the Brooklyn Union Gas account, James and other M&M officials met with T. R. Hardin, the chairman of the Section IV subcommittee.² The participants at the meeting planned a course of action. They decided to send an inquiry to ASME’s Boiler and Pressure Vessel Committee asking whether a fuel cutoff with a time delay would satisfy the requirements of ¶ HG-605 of Section IV. James and Hardin, as vice chairman and chairman, respectively, of the relevant subcommittee, cooperated in drafting a letter, one they thought would elicit a negative response.

The letter was mailed over the name of Eugene Mitchell, an M&M vice president, to W. Bradford Hoyt, secretary of the Boiler and Pressure Vessel Committee and a full-time ASME employee. App. 62. Following ASME’s standard routine, Hoyt referred the letter to Hardin, as chairman of the subcommittee. Under the procedures of the Boiler and Pressure Vessel Committee, the subcommittee chairman— Hardin — could draft a response to a public inquiry without referring it to the entire subcommittee if he treated it as an “unofficial communication.”

As a result, Hardin, one of the very authors of the inquiry, prepared the response. Id., at 63. Although he retained control over the inquiry by treating the response as “unofficial,” the response was signed by Hoyt, secretary of the Boiler and Pressure Vessel Committee, and it was sent out on April 29, 1971, on ASME stationery. Id., at 64. Predictably, Hardin’s prepared answer, utilized verbatim in the Hoyt letter, condemned fuel cutoffs that incorporated a time delay:

“A low-water fuel cut-off is considered strictly as a safety device and not as some kind of an operating control. Assuming that the water gage glass is located in accordance with the requirements of Par. HG-602(b), it is the intent of Par. HG-605(a) that the low-water fuel cut-off operate immediately and positively when the boiler water level falls to the lowest visible part of the water gage glass.

“There are many and varied designs of heating boilers. If a time delay feature were incorporated in a low-water fuel cut-off, there would be no positive assurance that the boiler water level would not fall to a dangerous point during a time delay period.” Ibid.

As the Court of Appeals in this case observed, the second paragraph of the response does not follow from the first: “If the cut-off is positioned sufficiently above the lowest permissible water level, a cut-off with a time-delay could assure, even allowing for the delay, that the fuel supply would stop by the time the water fell to the lowest visible part of the water-gauge glass.” 685 F. 2d, at 122-123. Hoyt signed and mailed the response without checking its accuracy. See App. 124-126.

As anticipated, M&M seized upon this interpretation of Section IV to discourage customers from buying Hydrolevel’s product. It instructed its salesmen to tell potential customers that Hydrolevel’s fuel cutoff failed to satisfy ASME’s code. See 635 F. 2d, at 123. And M&M’s employees did in fact carry the message of the subcommittee’s response to customers interested in buying fuel cutoffs. Thus, M&M successfully used its position within ASME in an effort to thwart Hydrolevel’s competitive challenge.

Several months later, Hydrolevel learned of the subcommittee interpretation from a former customer. Hydro-level wrote ASME for a copy of the April 29 response. On February 8, 1972, over the signature of the assistant secretary of the Boiler and Pressure Vessel Committee, ASME sent Hydrolevel a letter quoting the two paragraphs of the April 29 interpretation of Section IV. App. 66-67.

On March 23, Hydrolevel’s president wrote Hoyt and demanded that ASME cure the effect of the April 29 letter by sending a correction to whomever might have received it. Id., at 68-73. Hoyt placed Hydrolevel’s complaint on the agenda for the meetings of the Boiler and Pressure Vessel Committee and Subcommittee to be held on May 4 and 5.

On May 4, the subcommittee voted to confirm the intent of the first quoted paragraph of the April 29 letter. James, by then the chairman of the subcommittee, reported this recommendation to the committee on May 5. Id., at 82. Thereafter, the committee designated two persons to propose a response to Hydrolevel. Id., at 83. In the end, on June 9 the committee mailed Hydrolevel a reply that “confirmed the intent” of the April 29 letter. Id., at 84.³ The committee’s letter further advised that there was

“no intent in Section IV to prohibit the use of low water fuel cutoffs having time delays in order to meet the requirements of Par. HG-605(a). This paragraph relates itself to Par. HG-602(b) which specifically delineates the location of the lowest visible part of the water gage glass.” Ibid.

The committee concluded the letter with a warning paragraph suggested by James, see id., at 111-112:

“If a means for retarding control action is incorporated in a low-water fuel cutoff, the termination of the retard function must operate to cutoff the fuel supply before the boiler water level falls below the visible part of the water gage glass.” Id., at 84.

After this response to its complaint, Hydrolevel continued to suffer from market resistance. Two years later, the Wall Street Journal published an article describing Hydrolevel’s predicament in trying to sell a fuel cutoff that many in the industry thought to be in violation of ASME’s code. Wall Street Journal, July 9, 1974, p. 44, col. 1; App. 94-98. Reacting to this story, ASME’s Professional Practice Committee opened an investigation. It never discovered that James had been involved with the original inquiry. In a resolution reporting the results of its investigation, the committee decided that all ASME officials had acted properly. Further, the Professional Practice Committee “commend[ed] [James] for conducting himself in a forthright manner.” Id., at 104.

Subsequently, James’ part in drafting the original letter of inquiry became public because of his testimony in March 1975 before a Senate Subcommittee. See Voluntary Industrial Standards: Hearings before the Subcommittee on Antitrust and Monopoly of the Senate Committee on the Judiciary, 94th Cong., 1st Sess., 186-199 (1975) (testimony of John W. James of M&M (ITT)); see also id., at 171-185 (testimony of Eugene Mitchell, Manager of Original Equipment Sales, ITT Fluid Handling Division). Within a few months, Hydrolevel filed suit against ITT, ASME, and Hartford in the United States District Court for the Eastern District of New York. Hydrolevel alleged that the defendants’ actions had violated §§ 1 and 2 of the Sherman Act, 15 U. S. C. §§ 1 and 1px solid var(--green-border)">2. App. 11. Prior to trial, Hydrolevel sold all its assets, except this suit, for salvage value. Ultimately, ITT and Hartford settled.

The lawsuit proceeded to trial against ASME, as the remaining defendant. Hydrolevel requested the trial court to instruct the jury that ASME could be held liable under the antitrust laws for its agents’ conduct if the agents acted within the scope of their apparent authority. See id., at 59. The District Court, however, rejected this approach and, instead, at ASME’s suggestion, charged the jury that ASME could be held liable only if it had ratified its agents’ actions or if the agents had acted in pursuit of ASME’s interests. The District Court explained to the jury:

“If the officers or agents act on behalf of interests adverse to the corporation or acted for their own economic benefit or the benefit of another person or corporation, and this action was not ratified or adopted by the defendant [ASME], their misconduct cannot be considered that of the corporation with which they are associated.” Id., at 49.

The jury, nonetheless, returned a verdict for Hydrolevel.

Before the Court of Appeals, the parties disputed the sufficiency of the evidence to support a verdict based on the District Court’s instruction. See 635 F. 2d, at 125. But the Court of Appeals chose not to decide whether the evidence was sufficient to demonstrate that ASME had ratified its agents’ actions or that the agents had acted to advance ASME’s interests. Instead, after surveying the law of agency and the policies underlying the antitrust laws, the Court of Appeals concluded that ASME could be held liable if its agents had acted within the scope of their apparent authority. Id., at 124-127. Since, therefore, the District Court had delivered “a charge that was more favorable to the defendant than the law requires,” id., at 127, the Court of Appeals affirmed the judgment on liability, that is, the jury’s finding that ASME was liable under § 1 of the Sherman Act for its agents’ actions.⁴

Because the Court of Appeals’ decision presents an important issue concerning the interpretation of the antitrust laws, we granted certiorari. 452 U. S. 937 (1981).

HH HH

A

As the Court of Appeals observed, under general rules of agency law, principals are liable when their agents act with apparent authority⁵ and commit torts analogous to the antitrust violation presented by this case. See generally 10 W. Fletcher, Cyclopedia of the Law of Private Corporations ¶ 4886, pp. 400—401 (rev. ed. 1978); W. Seavey, Law of Agency § 92 (1964). For instance, a principal is liable for an agent’s fraud though the agent acts solely to benefit himself, if the agent acts with apparent authority. See, e. g., Standard Surety & Casualty Co. v. Plantsville Nat. Bank, 158 F. 2d 422 (CA2 1946), cert. denied, 331 U. S. 812 (1947). Similarly, a principal is liable for an agent’s misrepresentations that cause pecuniary loss to a third party, when the agent acts within the scope of his apparent authority. Restatement (Second) of Agency §§ 249, 262 (1957) (Restatement); see Rutherford v. Rideout Bank, 11 Cal. 2d 479, 80 P. 2d 978 (1938). Also, if an agent is guilty of defamation, the principal is liable so long as the agent was apparently authorized to make the defamatory statement. Restatement §§ 247, 254. Finally, a principal is responsible if an agent acting with apparent authority tortiously injures the business relations of a third person. Id., § 248 and Comment b, p. 548.

Under an apparent authority theory, “[liability is based upon the fact that the agent’s position facilitates the consummation of the fraud, in that from the point of view of the third person the transaction seems regular on its face and the agent appears to be acting in the ordinary course of the business confided to him.” Id., § 261, Comment a, p. 571. See Record v. Wagner, 100 N. H. 419, 128 A. 2d 921 (1957). As with the April 29 letter issued by the Boiler and Pressure Vessel Subcommittee, the injurious statements are “effective, in part at least, because of the personality of the one publishing it.” Restatement § 247, Comment c, p. 545. In other words, “one who appears to have authority to make statements for the [principal] gives to his statements the weight of the [principal’s] reputation,” ibid. — in this case, the weight of ASME’s acknowledged expertise in boiler safety. See generally W. Prosser, Law of Torts 467 (4th ed. 1971).

ASME’s system of codes and interpretative advice would not be effective if the statements of its agents did not carry with them the assurance that persons in the affected industries could reasonably rely upon their apparent trustworthiness. Behind the principal’s liability under an apparent authority theory, then, is “business expediency — the desire that third persons should be given reasonable protection in dealing with agents.” Restatement § 262, Comment a, p. 572. See Ricketts v. Pennsylvania R. Co., 153 F. 2d 757 (CA2 1946). The apparent authority theory thus benefits both ASME and the public whom ASME attempts to serve through its codes: “It is . . . for the ultimate interest of persons employing agents, as well as for the benefit of the public, that persons dealing with agents should be able to rely upon apparently true statements by agents who are purporting to act and are apparently acting in the interests of the principal.” Restatement § 262, Comment a, p. 572.

The apparent authority theory has long been the settled rule in the federal system. See Ricketts v. Pennsylvania R. Co., 153 F. 2d, at 759. In Friedlander v. Texas & Pacific R. Co., 130 U. S. 416 (1889), the Court held that an employer was not liable for the fraud of his agent, when the employer could derive no benefit from the agent’s fraud. But Gleason v. Seaboard Air Line R. Co., 278 U. S. 349 (1929), discarded that rule. In Gleason, a railroad’s employee sought to enrich himself by defrauding a customer of the railroad through a forged bill of lading. The Court of Appeals had absolved the railroad from liability because the employee perpetrated the fraud solely for his own benefit. But this Court reversed, overruling Friedlander. 278 U. S., at 357. Noting that “there was ... no want of authority in the agent,” id., at 355, the Court held the railroad liable despite the agent’s desire to benefit only himself. It explained that “few doctrines of the law are more firmly established or more in harmony with accepted notions of social policy than that of the liability of the principal without fault of his own.” Id., at 356.

In a wide variety of areas, the federal courts, like this Court in Gleason, have imposed liability upon principals for the misdeeds of agents acting with apparent authority. See, e. g., Dark v. United States, 641 F. 2d 805 (CA9 1981) (federal tax liability); National Acceptance Co. v. Coal Producers Assn., 604 F. 2d 540 (CA7 1979) (common-law fraud); Holloway v. Howerdd, 536 F. 2d 690 (CA6 1976) (federal securities fraud); United States v. Sanchez, 521 F. 2d 244 (CA5 1975) (bail bond fraud), cert. denied, 429 U. S. 817 (1976); Kerbs v. Fall River Industries, Inc., 502 F. 2d 731 (CA10 1974) (federal securities fraud); Gilmore v. Constitution Life Ins. Co., 502 F. 2d 1344 (CA10 1974) (common-law fraud).⁶

In the past, the Court has refused to permit broad common-law barriers to relief to constrict the antitrust private right of action. Perma Life Mufflers, Inc. v. International Parts Corp., 392 U. S. 134 (1968). It stated there that “the purposes of the antitrust laws are best served by insuring that the private action will be an ever-present threat” to deter antitrust violations. Id., at 139. In Perma Life Mufflers, the Court honored that purpose by denying defendants the right to invoke a common-law defense (the doctrine of in pari delicto) that was inconsistent with the antitrust laws. In this case, we can honor the statutory purpose best by interpreting the antitrust private cause of action to be at least as broad as a plaintiff’s right to sue for analogous torts, absent indications that the antitrust laws are not intended to reach so far. See Texas Industries, Inc. v. Radcliff Materials, Inc., 451 U. S. 630, 639 (1981); Perma Life Mufflers, 392 U. S., at 138. Our remaining inquiry, then, is whether ASME’s liability under a theory of apparent authority is consistent with the intent behind the antitrust laws.⁷

B

We hold that the apparent authority theory is consistent with the congressional intent to encourage competition. ASME wields great power in the Nation’s economy. Its codes and standards influence the policies of numerous States and cities, and, as has been said about “so-called voluntary standards” generally, its interpretations of its guidelines “may result in economic prosperity or economic failure, for a number of businesses of all sizes throughout the country,” as well as entire segments of an industry. H. R. Rep. No. 1981, 90th Cong., 2d Sess., 75 (1968). ASME can be said to be “in reality an extra-governmental agency, which prescribes rules , for the regulation and restraint of interstate commerce.” Fashion Originators’ Guild of America, Inc. v. FTC, 312 U. S. 457, 465 (1941). When it cloaks its subcommittee officials with the authority of its reputation, ASME permits those agents to affect the destinies of businesses and thus gives them the power to frustrate competition in the marketplace.

The facts of this case dramatically illustrate the power of ASME’s agents to restrain competition. M&M instigated the submission of a single inquiry to an ASME subcommittee. For its efforts, M&M secured a mere “unofficial” response authored by a single ASME subcommittee chairman. Yet the force of ASME’s reputation is so great that M&M was able to use that one “unofficial” response to injure seriously the business of a competitor.

Furthermore, a standard-setting organization like ASME can be rife with opportunities for anticompetitive activity. Many of ASME’s officials are associated with members of the industries regulated by ASME’s codes. Although, undoubtedly, most serve ASME without concern for the interests of their corporate employers, some may well view their positions with ASME, at least in part, as an opportunity to benefit their employers. When the great influence of ASME’s reputation is placed at their disposal, the less altruistic of ASME’s agents have an opportunity to harm their employers’ competitors through manipulation of ASME’s codes.⁸

Again, the facts of this case are illustrative. Hardin was able to issue an interpretation of ASME’s Boiler and Pressure Vessel Code which in effect declared Hydrolevel’s product unsafe. Hardin’s interpretation of the code was sent out under Hoyt’s name as secretary of the committee, though Hoyt exercised only ministerial duties and played no role in confirming the substance of the April 29, 1971, letter. See App. 125-126. Thus, without any meaningful safeguards,⁹ ASME entrusted the interpretation of one of its codes to Hardin. As a result, M&M was able to use ASME’s reputation to hinder Hydrolevel’s competitive threat.

A principal purpose of the antitrust private cause of action, see 15 U. S. C. § 15, is, of course, to deter anticompetitive practices. Pfizer Inc. v. Government of India, 434 U. S. 308, 314 (1978); Perma Life Mufflers, Inc. v. International Parts Corp., 392 U. S., at 139; see Reiter v. Sonotone Corp., 442 U. S. 330, 342-344 (1979). It is true that imposing liability on ASME’s agents themselves will have some deterrent effect, because they will know that if they violate the antitrust laws through their participation in ASME, they risk the consequences of personal civil liability. But if, in addition, ASME is civilly liable for the antitrust violations of its agents acting with apparent authority, it is much more likely that similar antitrust violations will not occur in the future. “[Pressure [will be] brought on [the organization] to see to it that [its] agents abide by the law.” United States v. A & P Trucking Co., 358 U. S. 121, 126 (1958). Only ASME can take systematic steps to make improper conduct on the part of all its agents unlikely, and the possibility of civil liability will inevitably be a powerful incentive for ASME to take those steps.¹⁰ Thus, a rule that imposes liability on the standard-setting organization — which is best situated to prevent antitrust violations through the abuse of its reputation — is most faithful to the congressional intent that the private right of action deter antitrust violations.¹¹

The wisdom of the apparent authority rule becomes evident when it is compared to the alternative approaches advanced by the District Court’s instructions to the jury, see supra, at 564-565, and advocated by ASME.¹² First, ASME insists that it should not be held liable unless it ratified the actions of its agents. But a ratification rule would have anti-competitive effects, directly contrary to the purposes of the antitrust laws. ASME could avoid liability by ensuring that it remained ignorant of its agents’ conduct, and the antitrust laws would therefore encourage ASME to do as little as possible to oversee its agents. Thus, ASME’s ratification theory would actually enhance the likelihood that the Society’s reputation would be used for anticompetitive ends.

Second, ASME contends that it should not be held liable unless its agents act with an intent to benefit the Society. This proposed rule falls short, though, because it is simply irrelevant to the purposes of the antitrust laws. Whether they intend to benefit ASME or not, ASME’s agents exercise economic power because they act with the force of the Society’s reputation behind them. And, whether they act in part to benefit ASME or solely to benefit themselves or their employers, ASME’s agents can have the same anticompetitive effects on the marketplace. The anticompetitive practices of ASME’s agents are repugnant to the antitrust laws even if the agents act without any intent to aid ASME, and ASME should be encouraged to eliminate the anticompetitive practices of all its agents acting with apparent authority, especially those who use their positions in ASME solely for their own benefit or the benefit of their employers.¹³

C

Finally, ASME makes two additional arguments in an attempt to avoid antitrust liability. It characterizes treble damages for antitrust violations as punitive, and urges that under traditional agency law the courts do not employ apparent authority to impose punitive damages upon a principal for the acts of its agents. See Lake Shore & M. S. R. Co. v. Prentice, 147 U. S. 101 (1893); United States v. Ridglea State Bank, 357 F. 2d 495 (CA5 1966); see also Restatement § 217C.¹⁴ It is true that antitrust treble damages were designed in part to punish past violations of the antitrust laws. See Texas Industries, Inc. v. Radcliff Materials, Inc., 451 U. S., at 639. But treble damages were also designed to deter future antitrust violations. Ibid. Moreover, the antitrust private action was created primarily as a remedy for the victims of antitrust violations. Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U. S. 477, 485-486 (1977); see Illinois Brick Co. v. Illinois, 431 U. S. 720, 746-747 (1977). Treble damages “make the remedy meaningful by counterbalancing ‘the difficulty of maintaining a private suit’ ” under the antitrust laws. Brunswick Corp., supra, at 486, n. 10, quoting 21 Cong. Rec. 2456 (1890) (remarks of Sen. Sherman). Since treble damages serve as a means of deterring antitrust violations and of compensating victims, it is in accord with both the purposes of the antitrust laws and principles of agency law to hold ASME liable for the acts of agents committed with apparent authority. See Restatement § 217C, Comment c, p. 474 (rule limiting principal’s liability for punitive damages does not apply to special statutes giving triple damages).

In addition, ASME contends it should not bear the risk of loss for antitrust violations committed by its agents acting with apparent authority because it is a nonprofit organization, not a business seeking profit. But it is beyond debate that nonprofit organizations can be held liable under the antitrust laws. See, e. g., Radiant Burners, Inc. v. Peoples Gas Light & Coke Co., 364 U. S. 656 (1961); Associated Press v. United States, 326 U. S. 1 (1945). Although ASME may not operate for profit, it does derive benefits from its codes, including the fees the Society receives for its code-related publications and services, the prestige the codes bring to the Society, the influence they permit ASME to wield, and the aid the standards provide the profession of mechanical engineering. Since the antitrust violation in this ¿ase could not have occurred without ASME’s codes and ASME’s method of administering them, it is not unfitting that ASME be liable for the damages arising from that violation. See W. Prosser, Law of Torts 459 (4th ed. 1971); W. Seavey, Law of Agency § 83 (1964). Furthermore, as shown above, ASME is in the best position to take precautions that will prevent future antitrust violations.¹⁵ Thus, the fact that ASME is a nonprofit organization does not weaken the force of the antitrust and agency principles that indicate that ASME should be liable for Hydrolevel’s antitrust injuries.

h — i HH

We need not delineate today the outer boundaries of the antitrust liability of standard-setting organizations for the actions of their agents committed with apparent authority. There is no doubt here that Hardin acted within his apparent authority when he answered an inquiry about ASME’s Boiler and Pressure Vessel Code as the chairman of the relevant ASME subcommittee. And in this case, we do not face a challenge to a good-faith interpretation of an ASME code reasonably supported by health or safety considerations. See Silver v. New York Stock Exchange, 373 U. S. 341 (1963). We have no difficulty in finding that this set of facts falls well within the scope of ASME’s liability on an apparent authority theory.

When ASME’s agents act in its name, they are able to affect the lives of large numbers of people and the competitive fortunes of businesses throughout the country. By holding ASME liable under the antitrust laws for the antitrust violations of its agents committed with apparent authority, we recognize the important role of ASME and its agents in the economy, and we help to ensure that standard-setting organizations will act with care when they permit their agents to speak for them. We thus make it less likely that competitive challengers like Hydrolevel will be hindered by agents of organizations like ASME in the future.

The judgment of the Court of Appeals is affirmed.

So ordered.

1

M&M’s fuel cutoff is a floating bulb that falls with the boiler’s water level. When the level reaches the critical point, the bulb causes a switch to cut off the boiler’s fuel supply. Hydrolevel’s product, in contrast, was an immovable probe inserted in the side of the boiler; when the water level dropped below the probe, the fuel supply was interrupted. Because water in a boiler surges and bubbles, the level intermittently would seem to fall slightly below the probe even though the overall level remained safe. To prevent premature fuel cutoff because of these intermittent fluctuations, Hydrolevel’s probe included a time delay that allowed the boiler to operate for a brief period after the water level dropped beneath the probe.

2

Hardin was an executive vice president of Hartford Steam Boiler Inspection and Insurance Company. A controlling interest in Hartford was owned by International Telephone and Telegraph Corporation, which acquired M&M within the year. See 635 F. 2d 118, 122, n. 2 (CA2 1980).

3

Actually, the committee “confirmed the intent” of ASME’s February 8, 1972, letter to Hydrolevel. That letter, however, simply quoted the original April 29, 1971, response. See App. 66-67.

4

The Court of Appeals remanded the case to the District Court after finding that the damages awarded Hydrolevel were excessive and that the District Court had made errors in its calculation of damages. 635 F. 2d, at 128-131. The damages issue is the subject of a pending cross-petition for certiorari, No. 80-1771, filed April 22, 1981. Hydrolevel’s damages arguments are not now before us, and we express no opinion on that aspect of the Court of Appeals’ decision.

5

“Apparent authority is the power to affect the legal relations of another person by transactions with third persons, professedly as agent for the other, arising from and in accordance with the other’s manifestations to such third persons.” Restatement (Second) of Agency § 8 (1957).

6

The dissent delves into the agency law of the late 19th century and concludes that “it was far from clear” that a principal could be held liable for the deliberate torts of his agent. Post, at 587. But in fact, while there was a division of authority, many courts had made it very clear that principals could be held liable for torts analogous to the antitrust violations committed by ASME’s agents.

For instance, a treatise of that era noted that a “considerable number of American courts” had held the principal liable for the agent’s fraud, though the agent acted solely for his own benefit, and praised a leading opinion for its “singular ability and lucidity.” E. Huffcut, Elements of the Law of Agency § 155, p. 168 (1895). Indeed, the author commented that the cases holding a principal liable when his agent acted with apparent authority and for the agent’s sole benefit were “too various to be referred to in detail.” Id., §157.

In holding a telegraph company liable for the fraud of its agent committed solely for his personal benefit, one court summarized the reasoning that became widespread during the last half of the 19th century: “Persons receiving dispatches in the usual course of business, when there is nothing to excite suspicion, are entitled to rely upon the presumption that the agents intrusted with the performance of the business of the company have faithfully and honestly discharged the duty owed by it to its patrons, and that they would not knowingly send a false or forged message.” McCord v. Western Union Tel. Co., 39 Minn. 181, 185, 39 N. W. 315, 317 (1888). See, e. g., Bank of Batavia v. New York, L. E. & W. R. Co., 106 N. Y. 195, 12 N. E. 433 (1887).

Thus, based on the agency law of the late 19th century, there is ample support for holding ASME liable, particularly since Congress intended that the antitrust laws be given broad, remedial effect. See, e. g., Pfizer Inc. v. Government of India, 434 U. S. 308, 312-313 (1978). But, as we have made clear before, Victorian common law does not define the limits of the antitrust private action. Perma Life Mufflers, Inc. v. International Parts Corp., 392 U. S. 134 (1968) (refusing to apply the ancient defense of in pari delicto in antitrust cases). We look to the general principles of the common law for guidance in deciding the scope of the antitrust cause of action, see National Society of Professional Engineers v. United States, 435 U. S. 679, 688 (1978), but our decisions are determined by the congressional intent that led to the enactment of the antitrust laws, a desire to enhance competition, see id., at 688, 691. Here, general agency principles would lead to a finding of liability if the violation in this case were a mere tort; and imposing liability on ASME in accord with those common-law principles honors the congressional intent behind the antitrust statutes.

7

Evidently, in recent years no Court of Appeals other than the Second Circuit has directly decided whether a principal can be held liable for antitrust damages based on an apparent authority theory. But cf. Truck Drivers’ Local No. 421 v. United States, 128 F. 2d 227 (CA8 1942). The dissent cites several cases, stating that they appear to reject antitrust liability based on apparent authority. See post, at 581-582, and n. 6. United States v. Cadillac Overall Supply Co., 568 F. 2d 1078, 1090 (CA5), cert. denied, 437 U. S. 903 (1978); United States v. Hilton Hotels Corp., 467 F. 2d 1000, 1004-1007 (CA9 1972), cert. denied sub nom. Western International Hotels Co. v. United States, 409 U. S. 1125 (1973); United States v. American Radiator & Standard Sanitary Corp., 433 F. 2d 174, 204 (CA3 1970), cert. denied, 401 U. S. 948 (1971). A fair reading of those cases, however, reveals that they did not discuss the merits of an apparent authority theory of antitrust liability. The dissent then dismisses other cases that also do not directly discuss the validity of the apparent authority theory, but that contain language approving apparent authority instructions, see post, at 583-584, n. 8. United States v. Continental Group, Inc., 603 F. 2d 444, 468, n. 5 (CA3 1979), cert. denied, 444 U. S. 1032 (1980); Continental Baking Co. v. United States, 281 F. 2d 137, 150-151 (CA6 1960).

8

For example, James’ employer did not overlook his usefulness as an ASME official. In November 1973, even after the Hydrolevel events had taken place, an M&M executive recommended that James be retained by M&M. The recommendation stated:

“A major reason for the continued success at M&M is a result of [James’] efforts and skill in influencing the various code making bodies to ‘legislate’ in favor of M&M products. This has been a planned strategy for the business under E. N. McDonnell and carried out with considerable success as evidenced by the M&M market penetration of 70 plus App. 86.

The writer emphasized a number of James’ ASME activities, including: “Member of main boiler and pressure code committee” and “Chairman of the heating boiler sub-committee (section 4).” Ibid.

9

ASME suggests that Hardin’s response did undergo a form of committee review, because he sent copies to the chairman and vice chairman of the full committee. Brief for Petitioner 8. But there is no indication that those officers carefully scrutinized Hardin’s response. And certainly they will be encouraged to give responses a closer look in the future if ASME is subject to antitrust liability under an apparent authority theory.

10

Permitting private plaintiffs to sue defendants like ASME will make that incentive especially powerful, because private suits are an important element of the Nation’s antitrust enforcement effort:

“Congress created the treble-damages remedy . . . precisely for the purpose of encouraging private challenges to antitrust violations. These private suits provide a significant supplement to the limited resources available to the Department of Justice for enforcing the antitrust laws and deterring violations.” Reiter v. Sonotone Corp., 442 U. S. 330, 344 (1979) (emphasis in original).

11

The apparent authority rule is also consistent with the congressional desire that the antitrust laws sweep broadly. Congress extended antitrust liability to “[e]very person,” 15 U. S. C. §§ 1, 2, and defined “person” to include corporations and associations, 15 U. S. C. § 7.

12

ASME insists that the Court foreclosed imposition of civil antitrust liability based on apparent authority in Mine Workers v. Coronado Coal Co., 259 U. S. 344 (1922), and Coronado Coal Co. v. Mine Workers, 268 U. S. 295 (1925). Those cases, however, are not controlling here. The Court expressly pointed out: “Here it is not a question ... of holding out an appearance of authority on which some third person acts.” 259 U. S., at 395; 268 U. S., at 304-305. In fact, it noted: “A corporation is responsible for the wrongs committed by its agents in the course of its business, and this principle is enforced against the contention that torts are ultra vires of the corporation.” 259 U. S., at 395; 268 U. S., at 304.

13

The dissent argues, unconvincingly to us, that imposing antitrust liability on ASME will not advance enforcement of the antitrust laws.

The dissent claims that the apparent authority rule will “encourag[e] plaintiffs to seek recovery from nonprofit organizations, rather than from the commercial enterprises that benefited from the violation.” Post, at 591. Here, the dissent engages in “curious reasoning,” see ibid,., because today’s decision does not encourage a plaintiff to sue any particular defendant to the exclusion of others; it merely lists organizations like ASME among the possible defendants in cases similar to this one. Indeed, although the litigation in this case ended with ASME as the only remaining defendant, it seems likely that, in general, a plaintiff will prefer to bring a corporate defendant like M&M (ITT) before a jury, rather than a nonprofit organization that understandably may appeal to a jury’s sympathies and that may not provide so deep a pocket as a commercial enterprise.

In addition, the dissent insists that ASME and other such organizations cannot take steps to reduce the likelihood that antitrust violations like the one that occurred in this case will take place in the future. Post, at 591-592, n. 17. Evidently ASME does not agree, because it has instituted new procedures specifically in response to this suit. See n. 15, infra. The dissent simply refuses to accept that ASME and other such organizations can react to potential antitrust liability by making their associations less subject to fraudulent manipulation.

14

A majority of courts, however, have held corporations liable for punitive damages imposed because of the acts of their agents, in the absence of approval or ratification. See W. Prosser, Law of Torts 12 (4th ed. 1971). E. g., Kelite Products, Inc. v. Binzel, 224 F. 2d 131, 144 (CA5 1955) (“[T]he jury may in its discretion assess punitive damages against a corporate defendant for oppressive acts of its agent done in the course of his employment, regardless of actual authority or ratification”); Mayo Hotel Co. v. Danciger, 143 Okla. 196, 200, 288 P. 309, 313 (1930) (holding corporate principal liable for punitive damages, noting that “the legal malice of the servant is the legal malice of the corporation”). In fact, the Court may have departed from the trend of late 19th-century decisions when it issued Lake Shore & M. S. R. Co. v. Prentice, 147 U. S. 101 (1893), requiring the principal’s participation, approval, or ratification. See Singer Manufacturing Co. v. Holdfodt, 86 Ill. 455, 459 (1877) (“if the wrongful act of the agent is perpetrated while ostensibly discharging duties within the scope of the corporate purposes, the corporation may be liable to vindictive damages”); see also Pullman Palace Car Co. v. Lawrence, 74 Miss. 782, 803-805, 22 So. 53, 57-59 (1897); Goddard v. Grand Trunk R. Co., 57 Me. 202, 223-224 (1869).

15

Indeed, ASME has initiated procedures to protect against similar misadventures in the future. After its experience with the Hydrolevel affair, ASME began issuing a publication containing all written technical inquiries pertaining to codes and their interpretations, a publication available through subscription. See ASME Court of Appeals Exhibit Volume, p. 110; App. in Nos. 79-7254, 79-7260 (CA2), pp. 784 and 804. Apparently, ASME now gives its interpretations close scrutiny through the publication process. According to the publication’s foreword, “[i]n some few instances, a review of the interpretation revealed a need for corrections of a technical nature.”- In those cases, ASME published “a corrected interpretation . . . immediately after the original reply.” See Interpretations, ASME Boiler and Pressure Vessel Code, Foreword (No. 7: Replies to Technical Inquiries January 1, 1980, through June 30, 1980). In addition, the readers are advised that ASME may reconsider its interpretation “when or if additional information is available which the inquirer believes might affect the interpretation.” Ibid.

ASME’s new procedure illustrates that the standard-setting organization itself is in the best position to prevent antitrust violations committed by its agents acting with apparent authority, and therefore that the policies of antitrust and agency law call for imposition of liability upon ASME.