Pfizer Inc. v. Government of India

434 U.S. 308, 98 S. Ct. 584, 54 L. Ed. 2d 563, 1978 U.S. LEXIS 14

Opinions

Mr. Justice Stewart

delivered the opinion of the Court.

In this case we are asked to decide whether a foreign nation is entitled to sue in our courts for treble damages under the antitrust laws. The respondents are the Government of India, the Imperial Government of Iran, and the Republic of the Philippines. They brought separate actions in Federal District Courts against the petitioners, six pharmaceutical manufacturing companies. The actions were later consolidated for pretrial purposes in the United States District Court for the District of Minnesota.¹ The complaints alleged that the petitioners had conspired to restrain and monopolize interstate and foreign trade in the manufacture, distribution, and sale of broad spectrum antibiotics, in violation of §§ 1 and 2 of the Sherman Act, ch. 647, 26 Stat. 209, as amended, 16 U. S. C. §§ 1, 2. Among the practices the petitioners allegedly engaged in were price fixing, market division, and fraud upon the United States Patent Office.² India and Iran each alleged that it was a “sovereign foreign state with whom the United States of America maintains diplomatic relations”; the Philippines alleged that it was a “sovereign and independent government.” Each respondent claimed that as a purchaser of antibiotics it had been damaged in its business or property by the alleged antitrust violations and sought treble damages under § 4 of the Clayton Act, 38 Stat. 731, 15 U. S. C. § 15, on its own behalf and on behalf of several classes of foreign purchasers of antibiotics.³

The petitioners asserted as an affirmative defense to the complaints that the respondents as foreign nations were not “persons” entitled to sue for treble damages under § 4. In response to pretrial motions⁴ the District Court held that the respondents were “persons” and refused to dismiss the actions.⁵ The trial court certified the question for appeal pursuant to 28 U. S. C. § 1292 (b).⁶ The Court of Appeals for the Eighth Circuit affirmed, 550 P. 2d 396, and adhered to its decision upon rehearing en banc.⁷ Id., at 400. We granted certiorari to resolve an important and novel question in the administration of the antitrust laws. 430 U. S. 964.

I

As the Court of Appeals observed, this case “turns on the interpretation of the statute.” 550 F. 2d, at 397. A treble-damages remedy for persons injured by antitrust violations was first provided in § 7 of the Sherman Act, and was re-enacted in 1914 without substantial change as § 4 of the Clayton Act.⁸ Section 4 provides:

“[A]ny person who shall be injured in his business or property by reason of anything forbidden in the antitrust laws may sue therefor in any district court of the United States in the district in which the defendant resides or is found or has an agent, without respect to the amount in controversy, and shall recover threefold the damages by him sustained, and the cost of suit, including a reasonable attorney’s fee.”

Thus, whether a foreign nation is entitled to sue for treble damages depends upon whether it is a “person” as that word is used in § 4. There is no statutory provision or legislative history that provides a clear answer; it seems apparent that the question was never considered at the time the Sherman and Clayton Acts were enacted.⁹

The Court has previously noted the broad scope of the remedies provided by the antitrust laws. “The Act is comprehensive in its terms and coverage, protecting all who are made victims of the forbidden practices by whomever they may be perpetrated.” Mandeville Island Farms, Inc. v. American Crystal Sugar Co., 334 U. S. 219, 236; cf. Perma Life Mufflers, Inc. v. International Parts Corp., 392 U. S. 134, 138-139. And the legislative history of the Sherman Act demonstrates that Congress used the phrase “any person” intending it to have its naturally broad and inclusive meaning. There was no mention in the floor debates of any more restrictive definition. Indeed, during the course of those debates the word “person” was used interchangeably with other terms even broader in connotation. For example, Senator Sherman said that the treble-damages remedy was being given to “any party,” and Senator Edmunds, one of the principal draftsmen of the final bill,¹⁰ said that it established “the right of anybody to sue who chooses to sue.” 21 Cong. Rec. 2569, 3148 (1890).

In light of the law’s expansive remedial purpose, the Court has not taken a technical or semantic approach in determining who is a “person” entitled to sue for treble damages. Instead, it has said that “[t]he purpose, the subject matter, the context, the legislative history, and the executive interpretation of the statute are aids to construction which may indicate” the proper scope of the law. United States v. Cooper Corp., 312 U. S. 600, 605.

II

The respondents in this case possess two attributes that could arguably exclude them from the scope of the sweeping phrase “any person.” They are foreign, and they are sovereign nations.

A

As to the first of these attributes, the petitioners argue that, in light of statements made during the debates on the Sherman Act and the general protectionist and chauvinistic attitude evidenced by the same Congress in debating contemporaneous tariff bills, it should be inferred that the Act was intended to protect only American consumers. Yet it is clear that a foreign corporation is entitled to sue for treble damages, since the definition of “person” contained in the Sherman and Clayton Acts explicitly includes “corporations and associations existing under or authorized by . . . the laws of any foreign country.” See n. 9, supra. Moreover, the antitrust laws extend to trade “with foreign nations” as well as among the several States of the Union. 15 U. S. C. §§ 1, 2.¹¹ Clearly, therefore, Congress did not intend to make the treble-damages remedy available only to consumers in our own country.¹²

In addition, the petitioners’ argument confuses the ultimate purposes of the antitrust laws with the question of who can invoke their remedies. The fact that Congress’ foremost concern in passing the antitrust laws was the protection of Americans does not mean that it intended to deny foreigners a remedy when they are injured by antitrust violations. Treble-damages suits by foreigners who have been victimized by antitrust violations clearly may contribute to the protection of American consumers.

The Court has noted that § 4 has two purposes: to deter violators and deprive them of “ 'the fruits of their illegality,’ ” and “to compensate victims of antitrust violations for their injuries.” Illinois Brick Co. v. Illinois, 431 U. S. 720, 746; Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U. S. 477, 485-486; Perma Life Mufflers, Inc. v. International Parts Corp., supra, at 139. To deny a foreign plaintiff injured by an antitrust violation the right to sue would defeat these purposes. It would permit a price fixer or a monopolist to escape full liability for his illegal actions and would deny compensation to certain of his victims, merely because he happens to deal with foreign customers.

Moreover, an exclusion of all foreign plaintiffs would lessen the deterrent effect of treble damages. The conspiracy alleged by the respondents in this case operated domestically as well as internationally.¹³ If foreign plaintiffs were not permitted to seek a remedy for their antitrust injuries, persons doing business both in this country and abroad might be tempted to enter into anticompetitive conspiracies affecting American consumers in the expectation that the illegal profits they could safely extort abroad would offset any liability to plaintiffs at home. If, on the other hand, potential antitrust violators must take into account the full costs of their conduct, American consumers are benefited by the maximum deterrent effect of treble damages upon all potential violators.¹⁴

B

The second distinguishing characteristic of these respondents is that they are sovereign nations. The petitioners contend that the word “person” was clearly understood by Congress when it passed the Sherman Act to exclude sovereign governments. The word “person,” however, is not a term of art with a fixed meaning wherever it is used, nor was it in 1890 when the Sherman. Act was passed.¹⁵ Cf. Towne v. Eisner, 245 U. S. . Indeed, this Court has expressly noted that use of the word “person” in the Sherman and Clayton Acts did not create a “hard and fast rule of exclusion” of governmental bodies. United States v. Cooper Corp., 312 U. S., at 604-605.

On the two previous occasions that the Court has considered whether a sovereign government is a “person” under the antitrust laws, the mechanical rule urged by the petitioners has been rejected.¹⁶ In United States v. Cooper Corp., the United States sought to maintain a treble-damages action under § 7 of the Sherman Act for injury to its business or property. The Court considered the question whether the United States was a “person” entitled to sue for treble damages as one to be decided not “by a strict construction of the words of the Act, nor by the application of artificial canons of construction,” but by analyzing the language of the statute “in the light, not only of the policy intended to be served by the enactment, but, as well, by all other available aids to construction.” Id., at 605. The Court noted that the Sherman Act provides several separate and distinct remedies: criminal prosecutions, injunctions, and seizure of property by the United States on the one hand, and suits for treble damages “granted to redress private injury” on the other. Id., at 607-608. Statements made during the congressional debates on the Sherman and Clayton Acts provided further evidence that Congress affirmatively intended to exclude the United States from the treble-damages remedy. Id., at 611-612. Thus, the Court found that the United - States was not a “person” entitled to bring suit for treble damages.¹⁷

In Georgia v. Evans, 316 U. S. 159, decided the very next Term, the question was whether Georgia was entitled to sue for treble damages under § 7 of the Sherman Act. The Court of Appeals, believing that the Cooper case controlled, had held that a State, like the Federal Government, was not a “person.” This Court reversed, noting that Cooper did not hold “that the word 'person/ abstractly considered, could not include a governmental body.” 316 U. S., at 161. As in Cooper, the Court did not rest its decision upon a bare analysis of the word “person,” but relied instead upon the entire statutory context to hold that Georgia was entitled to sue. Unlike the United States, which “had chosen for itself three potent weapons for enforcing the Act,” 316 U. S., at 161, a State had been given no other remedies to enforce the prohibitions of the law. To deprive it also of a suit for damages “would deny all redress to a State, when mulcted by a violator of the Sherman Law, merely because it is a State.” Id., at 162-163. Although the legislative history of the Sherman Act did not indicate that Congress ever considered whether a State would be entitled to sue, the Court found no reason to believe that Congress had intended to deprive a State of the remedy made available to all other victims of antitrust violations.

It is clear that in Georgia, v. Evans the Court rejected the proposition that the word “person” as used in the antitrust laws excludes all sovereign states. And the reasoning of that case leads to the conclusion that a foreign nation, like a domestic State, is entitled to pursue the remedy of treble damages when it has been injured in its business or property by antitrust violations. When a foreign nation enters our commercial markets as a purchaser of goods or services, it can be victimized by anticompetitive practices just as surely as a private person or a domestic State. The antitrust laws provide no alternative remedies for foreign nations as they do for the United States.¹⁸ The words of Georgia v. Evans are thus equally applicable here:

“We can perceive no reason for believing that Congress wanted to deprive a [foreign nation], as purchaser of commodities shipped in [international] commerce, of the civil remedy of treble damages which is available to other purchasers who suffer through violation of the Act. . . . Nothing in the Act, its history, or its policy, could justify so restrictive a construction of the word 'person' in § 7 ... . Such a construction would deny all redress to a [foreign nation], when mulcted by a violator of the Sherman Law, merely because it is a [foreign nation].” 316 U. S., at 162-163.

Ill

The result we reach does not involve any novel concept of the jurisdiction of the federal courts. This Court has long recognized the rule that a foreign nation is generally entitled to prosecute any civil claim in the courts of the United States upon the same basis as a domestic corporation or individual might do. “To deny him this privilege would manifest a want of comity and friendly feeling.” The Sapphire, 11 Wall. 164, 167; Monaco v. Mississippi, 292 U. S. 313, 323 n. 2; Banco Nacional de Cuba v. Sabbatino, 376 U. S. 398, 408-409; see U. S. Const., Art. III, § 2, cl. 1.¹⁹ To allow a foreign sovereign to sue in our courts for treble damages to the same extent as any other person injured by air antitrust violation is thus no more than a specific application of a long-settled general rule. To exclude foreign nations from the protections of our antitrust laws would, on the other hand, create a conspicuous exception to this rule, air exception that could not be justified in the absence of clear legislative intent.

Finally, the result we reach does not require the Judiciary in any way to interfere in sensitive matters of foreign policy.²⁰ It has long been established that only governments recognized by the United States and at peace with us are entitled to access to our courts, and that it is within the exclusive power of the Executive Branch to determine which nations are entitled to sue. Jones v. United States, 137 U. S. 202, 212; Guaranty Trust Co. v. United States, 304 U. S. 126, 137-138; Banco Nacional de Cuba v. Sabbatino, supra, at 408-412. Nothing we decide today qualifies this established rule of complete judicial deference to the Executive Branch.²¹

We hold today only that a foreign nation otherwise entitled to sue in our courts is entitled to sue for treble damages under the antitrust laws to the same extent as any other plaintiff. Neither the fact that the respondents are foreign nor the fact that they are sovereign is reason to deny them the remedy of treble damages Congress afforded to “any person” victimized by violations of the antitrust laws.

Accordingly, the judgment of the Court of Appeals is

Affirmed.

Mr. Justice Blackmun took no part in the consideration or decision of this case.

1 Similar actions were also brought by Spain, South Korea, West Germany, Colombia, Kuwait, and the Republic of Vietnam. Vietnam was a party to this case in the Court of Appeals and was named as a respondent in the petition for certiorari. Subsequent to the filing of the petition Vietnam’s complaint was dismissed by the District Court on the ground that the United States no longer recognized the Government of Vietnam; the dismissal was affirmed by the Court of Appeals. Republic of Vietnam v. Pfizer Inc., 556 F. 2d 892 (CA8). Vietnam has not participated as a party in this Court. Some of the other suits have been withdrawn and the rest are pending.

2 The antibiotic antitrust litigation originated with a proceeding brought by the Federal Trade • Commission which resulted in an order requiring petitioners Pfizer and American Cyanamid to grant domestic applicants licenses under their patents for broad spectrum antibiotics. See Charles Pfizer & Co. v. FTC, 401 F. 2d 574 (CA6). Criminal antitrust proceedings against petitioners Pfizer, American Cyanamid, and Bristol-Myers were eventually dismissed. United States v. Chas. Pfizer & Co., 367 F. Supp. 91 (SDNY); see also United States v. Chas. Pfizer & Co., 426 F. 2d 32 (CA2), modified, 437 F. 2d 957, aff’d by an equally divided Court, 404 U. S. 548. Most of the large number of civil suits have been settled. See West Virginia v. Chas. Pfizer & Co., 314 F. Supp. 710 (SDNY), aff’d, 440 F. 2d 1079 (CA2).

3 Respondents India and Iran also sued in a parens patriae capacity; those claims were dismissed in a separate appeal and are not at issue here. Pfizer Inc. v. Lord, 522 F. 2d 612, 615-620 (CA8).

4 Petitioners moved to dismiss the suits brought by India and Iran. The Philippines moved to strike petitioners’ affirmative defense.

5 The District Court relied upon an earlier decision denying a motion to dismiss a related suit brought by the State of Kuwait, see n. 1, supra. In re Antibiotic Antitrust Actions, 333 F. Supp. 315 (SDNY). An appeal was taken from that decision but was dismissed by stipulation of the parties. Thus, the Court of Appeals’ decision in the present case marked the first appellate consideration of the issue.

6 A petition for mandamus had previously been denied. Pfizer Inc. v. Lord, supra.

7 Two judges dissented, believing that Congress, in passing the Sherman and Clayton Acts, did not intend to include foreign sovereigns within the scope of the term “person.” 550 F. 2d, at 400. Three judges in the majority also joined a concurring opinion noting the absence of controlling legislative history and urging congressional action. Id., at 399-400.

8 Section 7 of the Sherman Act was repealed in 1955 as redundant. § 3, 69 Stat. 283; see S. Rep. No. 619, 84th Cong., 1st Sess., 2 (1955).

9 The Sherman and Clayton Acts each provide that the word "person” “shall be deemed to include corporations and associations existing under or authorized by the laws of either the United States, the laws of any of the Territories, the laws of any State, or the laws of any foreign country.”15 U. S. C. §§ 7, 12.

It is apparent that this definition is inclusive rather than exclusive, and does not by itself imply that a foreign government, any more than a natural person, falls without its bounds. Cf. Helvering v. Morgan’s Inc., 293 U. S. 121, 125 n. 1; United States v. New York Telephone Co., ante, at 169 n. 15.

10 See Apex Hosiery Co. v. Leader, 310 U. S. 469, 489 n. 10.

11 Tee Chief Justice’s dissent seems to contend that the Sherman Act’s reference to commerce with foreign nations was intended only to reach conspiracies affecting goods imported into this country. Post, at 323-324. But the scope of congressional power over foreign commerce has never been so limited, and it is established that the antitrust laws apply to. exports as well. See, e. g., Timken Roller Bearing Co. v. United States, 341 U. S. 593, 599; United States v. Minnesota Mining & Mfg. Co., 92 F. Supp. 947 (Mass.).

12 Moreover, in the Webb-Pomerene Act, ch. 50, 40 Stat. 516, as amended, 15 U. S. C. § 61 et seq., Congress has provided a narrow and carefully limited exception for export activity that would otherwise violate the antitrust laws. See United States v. Concentrated Phosphate Export Assn., 393 U. S. 199. A judicial rule excluding all non-Americans as plaintiffs in treble-damages cases would hardly be consistent, with the precisely limited exception Congress has established to the general applicability of the antitrust laws to foreign commerce.

13 See n. 2, swpra.

14 It has been suggested that depriving foreign plaintiffs of a treble-damages remedy and thus encouraging illegal conspiracies would affect American consumers in other ways as well: by raising worldwide prices and thus contributing to American inflation; by discouraging foreign entrants who might undercut monopoly prices in this country; and by allowing violators to accumulate a “war chest” of monopoly profits to police domestic cartels and defend them from legal attacks. Velvel, Antitrust Suits by Foreign Nations, 25 Cath. U. L. Rev. 1, 7-8 (1975).

15 The case relied on by petitioners as establishing a general rule, United States v. Fox, 94 U. S. 315, merely adopted New York’s construction of its Statute of Wills, as a matter of state law. Id., at 320. Even in New York the word “person” did not have a settled meaning. Compare In re Will of Fox, 52 N. Y. 530, aff’d sub nom. United States v. Fox, supra, with Republic of Honduras v. Soto, 112 N. Y. 310, 19 N. E. 845. In fact, contemporaneous cases generally held that the sovereign was entitled to have the benefit of a statute extending a right to “persons.” See, e. g., Stanley v. Schwalby, 147 U. S. 508, 514-517; Dollar Savings Bank v. United States, 19 Wall. 227, 239; Cotton v. United States, 11 How. 229, 231.

Cases construing federal statutes of the same era also indicate that the use of the term “person” did not invariably imply an intent to exclude governmental bodies. See, e. g., Ohio v. Helvering, 292 U. S. 360 (“person” in §§ 3140 and 3244 of the Revised Statutes of 1878 includes a State); California v. United States, 320 U. S. 577, 585-586 (“person” in the Shipping Act, 1916, 46 U. S. C. § 801 et seq., includes both a State and a city); Chattanooga Foundry & Pipe Works v. Atlanta, 203 U. S. 390, 396 (“person” in the Sherman Act includes a city).

16 Even earlier, in Chattanooga Foundry, supra, at 396, the Court held without extended discussion that a city was entitled to sue for treble damages.

17 In 1955 Congress amended the Clayton Act to allow the United States to sue for single damages when it is injured in its business or property. Ch. 283, § 1, 69 Stat. 282, 15 U. S. C. § 15a.

18 While The Chief Justice’s dissent says there are “weapons in the arsenals of foreign nations” sufficient to enable them to counter anticompet-itive conduct, such as cartels or boycotts, post, at 327-328, such a political remedy is hardly available to a foreign nation faced with monopolistic control of the supply of medicines needed for the health and safety of its people.

19 Congress has explicitly conferred jurisdiction upon the federal courts to entertain such suits:

“The district courts shall have original jurisdiction of all civil actions where the matter in controversy exceeds the sum or value of $10,000, exclusive of interest and costs, and is between—

“(4) a foreign state ... as plaintiff and citizens of a State or of different States.” 28 U. S. C. § 1332 (a) (4) (1976 ed.).

Among the actions foreign sovereign governments were entitled to maintain at the time of the passage of the Sherman and Clayton Acts were suits for common-law business torts, such as unfair competition, similar in general nature to antitrust claims. See French Republic v. Saratoga Vichy Spring Co., 191 U. S. 427 (1903); La Republique Francaise v. Schultz, 94 F. 500 (SDNY 1899).

20 In a letter that was presented to the Court of Appeals when it reconsidered this case en banc, the Legal Adviser of the Department of State advised “that the Department of State would not anticipate any foreign policy problems if . . . foreign governments [were held to be] 'persons’ within the meaning of Clayton Act § 4.” A copy of this letter is contained in the Memorandum for the United States as Amicus Curiae in opposition to the petition for a writ of certiorari filed in this Court.

21 Cf. n. 1, supra.