Wilder Mfg. Co. v. Corn Products Refining Co. - 236 U.S. 165 (1915)


U.S. Supreme Court

Wilder Mfg. Co. v. Corn Products Refining Co., 236 U.S. 165 (1915)

Wilder Manufacturing Company v.

Corn Products Refining Company

No. 71

Argued November 9, 1914

Decided February 23, 1915

236 U.S. 165

Syllabus

Where the pleading of the plaintiff in error demurred to justified the inference that the transaction alleged to be in violation of the Anti-Trust Act was interstate, the court may assume that such was the case, and, if the decision turns on the construction of the act, a federal question is involved.

The general rule is that one who has dealt with a corporation as an existing concern having capacity to sell cannot assert, or escape liability, on the ground that such concern has no legal existence because it is an unlawful combination in violation of the Anti-Trust Act. Such a defense is a mere collateral attack on the organization of the corporation which cannot lawfully be made. Connolly v. Union Sewer Pipe Co., 184 U. S. 540.

Courts may not refuse to enforce an otherwise legal contract because it might afford some indirect benefit to a wrongdoer.

The contract in this case held not to be intrinsically illegal because the seller agreed to give a portion of its profits to the purchaser of goods provided such purchaser dealt exclusively with the seller for a specified period and also bought the goods exclusively for purchaser's own use, and also held that such contract was not illegal under the Anti-Trust Act. Continental Wall Paper Co. v. Voight, 212 U. S. 227, distinguished.

The Anti-Trust Act is founded on broad conceptions of public policy, and its prohibitions were enacted not only to prevent injury to the individual, but harm to the general public, and its prohibitions and the remedies it provides are coextensive with such conceptions.

Where a statute creates a new offense and denounces the penalty, or gives a new right and declares the remedy, the punishment or remedy given can be only that which the statute prescribes.

The power given by the Anti-Trust Act to the Attorney General to dissolve a corporation or combination as violative of that act is inconsistent with the right of an individual to assert as a defense to a

Page 236 U. S. 166

contract on which he is otherwise legally liable that the other party has no legal existence in contemplation of that act.

In Continental Wall Paper Co. v. Voight, 212 U. S. 227, the contract involved was not held illegal because a party thereto was an illegal combination under the Anti-Trust Act, but upon elements of illegality inhering in the contract itself. In this case, held that a party cannot assert as a defense to a suit for money otherwise due under a contract, not inherently illegal, the fact that the party otherwise admittedly entitled to recover is an illegal combination under the Anti-Trust Act.

11 Ga.App. 588 affirmed.

The facts, which involve the construction of the federal Anti-Trust Act and the effect of a profit-sharing contract of a corporation and those dealing with it exclusively and the right of the corporation to recover for goods sold, are stated in the opinion.

Page 236 U. S. 169



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