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This paper interrogates John Stuart Mill’s claim that “despotism is a legitimate mode of government in dealing with barbarians, provided the end be their improvement, and the means justified by actually effecting that end.” To do so, it first sketches Mill’s characterization of three principles: the principle of utility, the principle of liberty, and the principle of progress. Crucially, Mill thinks that these principles relate to one another in very different ways depending on whether the society is “civilized” or “barbaric” (“backward”). In “civilized” contexts, liberty clearly contributes to happiness and improvement, and so maximizes utility. In “barbaric” societies, however, liberty tends to undermine utility. Furthermore, liberty generally does not lead to improvement, and despotism may instead be needed to attain it. Having sketched these arguments, the second section explores a number of tensions in Mill’s perspective, due largely to his analogy between children and “barbarians.” The paper concludes that Mill’s case for despotism is inadequately justified by the terms of his own argument. Indeed, facets of the argument arguably conflict with the utilitarian grounds on which he himself stakes his ethical claims.