dotterweich argued october decided november rehearing denied see charles fahy sol washington petitioner samuel fleischman buffalo respondent justice frankfurter delivered opinion prosecution begun two informations consolidated trial charging buffalo pharmacal company dotterweich president general manager violations act congress june stat known federal food drug cosmetic act company jobber drugs purchased manufacturers shipped repacked label interstate commerce question raised case regarding implications may properly arise although manufacturer gives jobber guaranty latter label makes representations informations based act paragraph prohibits introduction delivery introduction interstate commerce drug adulterated misbranded person violating provision paragraph made misdemeanor three counts went shipping misbranded drugs interstate commerce third shipping adulterated drug jury disagreed corporation found dotterweich guilty three counts start finding circuit appeals evidence adequate support verdict adulteration misbranding two questions circuit appeals decided dotterweich call summary disposition clear path main question us invoked act requiring administrator reporting violation prosecution attorney give suspect present views agree circuit appeals giving opportunity accorded dotterweich prerequisite prosecution held morgan construing food drugs act stat et seq legislative history called attention abundantly proves congress changed phraseology intend introduce change substance equally baseless claim dotterweich failed find corporation guilty jury find guilty whether jury verdict result carelessness compromise belief responsible individual suffer penalty instead merely increasing cost running business corporation immaterial juries may indulge precisely motives vagaries dunn brought real problem circuit appeals one judge dissenting reversed conviction ground corporation subject prosecution unless perchance buffalo pharmacal counterfeit corporation serving screen dotterweich issue rehearing remanded cause new trial brought case government petition certiorari construction raised questions importance enforcement federal food drug cosmetic act drew conclusion provisions defining offenses prosecution based terms section affords immunity prosecution certain conditions satisfied condition relevant case guaranty seller innocence product far relevant provision immunizing guaranty follows person shall subject penalties subsection section violated section establishes guaranty undertaking signed containing name address person residing received good faith article effect case alleged violation section article adulterated misbranded within meaning act designating act circuit appeals found believe congress expected anyone except principal get guaranty make guilt agent depend upon whether employer gotten one cut scope penalizing provisions act restrictive view matter language policy took relieving effect guaranty guaranty clause read isolation food drugs act exertion congress power keep impure adulterated food drugs channels commerce act congress extended range control illicit noxious articles stiffened penalties disobedience purposes legislation thus touch phases lives health people circumstances modern industrialism largely beyond protection regard purposes infuse construction legislation treated working instrument government merely collection english words see hipolite egg mcdermott wisconsin prosecution dotterweich subjected based familiar type legislation whereby penalties serve effective means regulation legislation dispenses conventional requirement criminal wrongdoing interest larger good puts burden acting hazard upon person otherwise innocent standing responsible relation public danger balint clear shipments like issue statute article misbranded adulterated article may misbranded adulterated without conscious fraud natural enough throw risk shippers regard identity wares johnson statute makes person violates guilty specifically defines include way corporation act individuals act behalf new york central historic conception makes responsible equally guilty mills pet doctrine given general application penal code dotterweich subject act must solely ground individuals immune violates corporation although point view action individuals corporation matter legal development taken time establish criminal liability also corporation merely agents see new york central supra history federal food drug legislation good illustration elaborate phrasing earlier days deemed necessary fasten criminal liability corporations section food drugs act provided act omission failure officer agent person acting employed corporation company society association within scope employment office shall every case also deemed act omission failure corporation company society association well person legal understanding practice rendered statement obvious superfluous deletion interest brevity good holding corporation criminally liable hardly found ground relieving liability individual agents corporation hold act freed individuals except proprietors culpability earlier legislation placed defeat object new act nothing clearer later legislation designed enlarge stiffen penal net narrow loosen purpose unequivocally avowed two committees reported bills congress house committee reported act set effective provisions abuses consumer welfare growing inadequacies food drugs act june senate committee explicitly pointed new legislation weaken existing laws contrary must strengthen extend law protection consumer act construed penalties law imposed rare case corporation merely individual alter ego corporations carrying illicit trade subject house committee described fee conduct illegitimate business corporate officer even defraud mislead introduced adulterated misbranded drugs interstate commerce held culpable conduct indubitably outlawed act see mayfield argument proves much credible congress implication exonerated probably preponderant number persons involved acts number proprietors relatively small congress course reverse process hold corporation allow agents escape exceptional circumstances may required result see sherman history present act purposes terms extended practical construction lead away result free minds notion criminal statutes must construed artificial conventional rule union supply act concerned proprietory relation misbranded adulterated drug distribution case corporation distribution must accomplished may furthered persons standing various relations incorporeal proprietor guaranty immunizes shipments course immunizes involved shipment simply guaranty received proprietor whether corporate individual safeguard enterprise want guaranty cut scope responsibility concerned transactions forbidden sure casts risk guaranty upon according settled doctrines criminal law responsible commission misdemeanor read guaranty section restrict liability penalties person normally receive admonition meaning sentence felt rather proved johnson also reads exception important provision safeguarding public welfare liberality appropriately belongs enforcement central purpose act circuit appeals evidently tempted make devitalizing use guaranty provision fear enforcement written might operate harshly sweeping within condemnation person however remotely entangled proscribed shipment way read legislation literalism evisceration equally avoided speak technical accuracy corporation may commit offense persons aid abet commission equally guilty whether accused shares responsibility business process resulting unlawful distribution depends evidence produced trial evidence warrants jury appropriate guidance offense committed unless enterprise serving enjoys immunity guaranty responsible share furtherance transaction statute outlaws namely put stream interstate commerce adulterated misbranded drugs hardship doubtless may statute thus penalizes transaction though consciousness wrongdoing totally wanting balancing relative hardships congress preferred place upon least opportunity informing existence conditions imposed protection consumers sharing illicit commerce rather throw hazard innocent public wholly helpless treacherous define even indicate way illustration class employees stands responsible relation attempt formula embracing variety conduct whereby persons may responsibly contribute furthering transaction forbidden act congress wit send illicit goods across state lines mischievous futility matters good sense prosecutors wise guidance trial judges ultimate judgment juries must trusted system criminal justice necessarily depends circumspection prosecuting officers nash even consequences far drastic provision law us see balint supra involving maximum sentence five years present purpose suffices say defense characterized fair charge district properly left question responsibility dotterweich shipment jury sufficient evidence support verdict judgment reversed justice murphy dissenting prime concern case whether criminal sanctions federal food drug cosmetic act plainly unmistakably apply respondent capacity corporate officer charged violating act prohibits introduction delivery introduction interstate commerce adulterated misbranded drug evidence case personal guilt part respondent proof claim ever knew introduction commerce adulterated drugs question much less actively participated introduction guilt imputed respondent solely basis authority responsibility president general manager corporation fundamental principle jurisprudence guilt personal lightly imputed citizen like respondent evil intention consciousness wrongdoing may proper charge responsibility corporation stockholders negligence mismanagement absence clear statutory authorization inconsistent established canons criminal law rest liability act accused participate personal knowledge place stigma criminal conviction upon citizen legislative mandate must clear unambiguous accordingly chief justice marshall called tenderness law rights entitles person regardless economic social status unequivocal warning legislature whether within class persons subject vicarious liability congress deemed intended punish anyone unmistakably within confines statute lacher gradwell moreover fact individual liability corporate officers may consistent policy purpose public health welfare measure authorize impose liability congress clearly intended actually done congress alone power define crime specify offenders wiltberger wheat function supply deficiencies respects matter grave consequences statutory policy purpose constitutional substitutes requirement legislature specify reasonable certainty individuals desires place interdict act harris sarlls looking language actually used statute find complete absence reference corporate officers merely provision effect person inadvertently violating shall guilty misdemeanor section defines including partnership corporation association fact corporate officer indicative intent place vicarious liability officer words must read light statutory environment congress otherwise specified intent place corporate officers within ambit act said embraced within meaning words used clear imposition liability corporations reveal necessary intent place criminal sanctions officers corporation necessary inevitable equivalent officers purposes many respects desirable distinguish latter corporate entity impose liability corporation respect significant never held imposition liability corporation sufficient without extend liability officers consciousness wrongdoing indeed closely analogous situation held vicarious personal liability receivers actual charge control corporation predicated statutory liability even policy purpose enactment consistent personal liability harris supra lows express statutory provisions necessary satisfy requirement officers individuals given clear unmistakable warning vicarious personal liability act gives warning fatal hiatus act emphasized ability congress demonstrated many occasions apply statutes uncertain terms corporate officers distinct corporations failure mention officers specifically thus indication desire exempt liability fact history federal food drug legislation illustrative capacity specification lends strong support conclusion congress intend impose liability corporate officers particular act section federal food drugs act introduced passed senate contained provision effect violation act corporation deemed act officer responsible therefor officer might punished though personal act clear imposition criminal responsibility corporate officers however carried statute finally enacted place appeared merely provision construing enforcing provisions act act omission failure officer agent person acting employed corporation within scope employment office shall every case also deemed act omission failure corporation well person provision effect making corporations responsible illegal acts officers proved unnecessary view clarity law effect new york central framers act aware act deficient failed place responsibility properly upon corporate officers order provide additional scope necessary prevent use corporate form shield individual wrongdoers framers inserted clear provision corporation association violates provisions act violation shall also deemed violation individual directors officers agents corporation association authorized ordered acts constituting whole part violation paragraph however deleted final version act presume omission inadvertent part congress harris supra page page even courts power remedy serious defect matter probable otherwise may appear congress intended include officers guide construing penal statute safely take wiltberger supra wheat page framers act intelligent comprehension inadequacies act unsettled state law recognized necessity inserting clear unmistakable language order impose liability corporate officers thus unreasonable assume omission language due belief act stands sufficient impose liability corporate officers deliberate deletion consistent intent allow officers remain free criminal liability thus apply sanctions act respondent contrary intent congress expressed statutory language legislative history dangers inherent attempt create liability without express congressional intention authorization illustrated case without legislative guides confronted problem determining precisely officers employees agents corporation subject act fiat erect standards responsibility difficult legislative task opinion admits treacherous futility us engage pursuits alternative blind resort good sense prosecutors wise guidance trial judges ultimate judgment juries yet situation precisely constitutional system sought avoid reliance legislature defind crimes criminals distinguishes form prudence certain less desirable ones legislative power restrain liberty imperil good reputation citizens must rest upon variable attitudes opinions charged duties interpreting enforcing mandates law therefore approve decision case justice roberts justice reed justice rutledge join dissent footnotes bill made shorter less verbose previous bills done without deleting effective provisions describing penalty provisions house committee reported bill substantially criminal penalties manufacturers regarded substantially license fee conduct illegitimate business wiltberger wheat normal necessary meaning definition distinguish individual enterprises enterprises incorporated operated partnership association order subject act phrase considered attempt distinguish individual officers corporation corporate entity lee criminal liability compare cooper davis pringle holding context legislative history particular statutes involved indicated words person include georgia evans state ohio helvering considerations led conclusion person include state see also stat specifically includes officers within meaning person used revenue act park bank remsen said corporation given powers privileges made subject liabilities carry imposition liability upon trustee officer corporation officer corporation liability personal corporation counted among powers privileges corporation analysis confusion matter state lower federal courts see lee criminal liability rev case us rev stat penalized company owner custodian animals failed comply statutory requirements livestock transportation railroad company violated statute government sought impose liability receivers actual charge company argued word embraced natural persons acting behalf company hold officers receivers liable within policy purpose humane statute rejected contention language peculiarly appropriate case page page must admitted order hold receivers must regarded included word strained artificial construction based chiefly upon consideration mischief legislature sought remedy receivers brought within terms law kind construction resorted enforcing penal statute giving proper force contention counsel government relaxation part courts applying rule strict construction statutes still remains intention penal statute must found language actually used interpreted according fair obvious meaning permitted courts class cases attribute inadvertence oversight legislature enumerating classes persons subjected penal enactment depart settled meaning words phrases order bring persons named distinctly described within supposed purpose statute corporation shall violate penal provisions antitrust laws violation shall deemed also individual directors officers agents corporation shall authorized ordered done acts constituting whole part violation courts bankruptcy hereby invested jurisdiction law equity enable arraign try punish bankrupts officers persons agents officers members board directors trustees similar controlling bodies corporations violations act stat common carrier officer agent thereof requiring permitting employee go remain duty violation next preceding section chapter shall liable penalty mortgagor intent defraud violates provision subsection section mortgagor corporation association president principal executive officer corporation association shall upon conviction thereof held guilty misdemeanor sess senator heyburn one sponsors stated new feature bills kind intended obviate possibility escape officers corporation plea made know done credit responsibility corporation stat senate report report also stated however purpose paragraph subject liability directors officers employees merely authorize subordinates perform lawful duties subordinates initiative perform duties manner violates provisions law however director officer personally orders subordinate act violation law reason shielded personal responsibility merely act done another behalf corporation provision appears several early versions act introduced congress sess reported house substituted word word last clause paragraph quoted variation provision appeared made marked distinction use word words officer employee agent acting employed person bills also contained present definition including partnership corporation association