Five Supreme Court decisions, from 1819 to 2010, show how the Court has treated the corporation: as a holder of contract rights, as a participant in interstate commerce, as a target of antitrust law, and as a speaker.
A charter is a contract
The Trustees of Dartmouth College v. Woodward (1819), decided February 2, 1819. A charter dated December 13, 1769 incorporated twelve trustees as "The Trustees of Dartmouth College." In 1816 the New Hampshire legislature passed an act "to amend the charter, and enlarge and improve the corporation of Dartmouth College," and the trustees sued to recover the college's records and seal. Chief Justice Marshall, for the Court, held that the acts violated the Contract Clause, which bars any State law "impairing the obligation of contracts." "A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law." The college's charter was a contract, the Court said, and the state judgment "must, therefore, be reversed."
Who regulates commerce
Gibbons v. Ogden (1824), decided March 2, 1824. New York had given Robert R. Livingston and Robert Fulton the exclusive right to navigate its waters with boats moved by fire or steam. Aaron Ogden, who claimed under them, sued in the New York Court of Chancery to stop Thomas Gibbons from running two steamboats between New York and Elizabethtown. Gibbons's boats were licensed under the laws of the United States for the coasting trade. Chief Justice Marshall, for the Court, wrote that "Commerce, undoubtedly, is traffic, but it is something more: it is intercourse." Congress's power over it "is complete in itself, may be exercised to its utmost extent, and acknowledges no limitations, other than are prescribed in the constitution." The New York laws, he held, were void as applied to the licensed boats.
Breaking up a trust
Standard Oil Co. of New Jersey v. United States (1911), decided May 15, 1911. The United States sued Standard Oil Company of New Jersey, 33 other corporations, John D. Rockefeller, William Rockefeller and others under the Sherman Act, charging a conspiracy that began about 1870 to restrain and monopolize the trade in petroleum. Chief Justice White, for the Court, affirmed the decree against the combination. He wrote that the Sherman Act's words required "a standard," and that "the standard of reason which had been applied at the common law and in this country in dealing with subjects of the character embraced by the statute, was intended to be the measure" for deciding whether a given act is within it. The Court extended the time to carry out the decree from thirty days to at least six months. Justice Harlan concurred in part and dissented in part.
Studios and theaters
United States v. Paramount Pictures, Inc. (1948), decided May 3, 1948. The United States sued eight film companies under the Sherman Act. Five both produced films and owned or controlled theaters. The charges were price-fixing and monopolizing the exhibition of films. Justice Douglas, for the Court, sustained the finding of price-fixing and rejected the argument that copyright protected it: "a copyright may no more be used than a patent to deter competition between rivals in the exploitation of their licenses." The Court upheld the injunction against block-booking, "the practice of licensing, or offering for license, one feature or group of features on condition that the exhibitor will also license another feature or group of features." It set aside the findings on monopoly in exhibition and divestiture of theaters so that the district court could "make an entirely fresh start." It also eliminated the decree's requirement of competitive bidding. Along the way, the Court wrote that "moving pictures, like newspapers and radio, are included in the press whose freedom is guaranteed by the First Amendment."
Corporations as speakers
Citizens United v. Federal Election Commission (2010), decided January 21, 2010. Citizens United, a nonprofit corporation, released Hillary: The Movie, a 90-minute documentary about then-Senator Hillary Clinton, a candidate in the 2008 Democratic primaries. It planned to offer the film through cable video-on-demand within 30 days of primary elections, but federal law barred corporations from using their general treasury funds to make independent expenditures for electioneering communications. Justice Kennedy, for the Court, held that the ban was invalid: "Austin, 494 U. S. 652, should be and now is overruled. We return to the principle established in Buckley and Bellotti that the Government may not suppress political speech on the basis of the speaker's corporate identity." Justice Stevens dissented in part.
What the five decisions show
The first two cases settled that a charter is protected against state interference and that Congress, not the States, regulates commerce among them. The next two applied the Sherman Act to the largest companies of their day, one to an oil combination and the other to the film industry. Citizens United moved the question to speech. This post covers five decisions, and it does not cover the many other cases that shaped business law.
Sources
- The Trustees of Dartmouth College v. Woodward (1819), 17 U.S. 518: Library of Congress, U.S. Reports
- Gibbons v. Ogden (1824), 22 U.S. 1: Library of Congress, U.S. Reports
- Standard Oil Co. of New Jersey v. United States (1911), 221 U.S. 1: Library of Congress, U.S. Reports
- United States v. Paramount Pictures, Inc. (1948), 334 U.S. 131: Library of Congress, U.S. Reports
- Citizens United v. Federal Election Commission (2010), 558 U.S. 310: Library of Congress, U.S. Reports
Updated November 2026.
This post was rewritten with AI (Claude) and reviewed by an editor before publication.
