This paper evaluates the validity of the foundational ethical conception of Justice and its contesting contradictory conception, Utilitarianism in framing the institutional structure of a nation. Thereby the paper asserts the importance of Justice and certain virtues to a nation’s rise and fall and observes greatest impediment of Justice in the idea of Utilitarianism. While Utilitarianism advances its own conception of Justice, based on critical-theoretical approach the article advances three-fold arguments in order to reprove Utilitarianism of its claim. Utilitarianism is not a viable form of Justice since the theory represents a form of egoism, is structurally inconsistent to sound ethical doctrine, and because it has dissolved the end and means dichotomy.