22 Wn.2d 146, INTERNATIONAL SHOE COMPANY, Appellant, v. THE STATE OF WASHINGTON, Respondent
[No. 29296. En Banc. Supreme Court January 4, 1945.]
INTERNATIONAL SHOE COMPANY, Appellant, v. THE
STATE OF WASHINGTON, Respondent.«1»

The above-cited cases are not in point from a factual standpoint, nor are they in point when the question to be considered is whether or not the foreign corporation was doing business in this state so as to be amenable to process.

Later in this opinion we shall deal with the question of whether or not the exaction of the payment required under the unemployment compensation act is an unlawful burden upon interstate commerce.

We here also desire to emphasize that in reaching the conclusion drawn on this first question, we have not alone considered the volume of business transacted, but we have considered all the facts stipulated.

We desire first to call attention to an article in volume 35 of Michigan Law Review, under the general heading

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 153
22 Wn.2d 146, 154 P.2d 801

"Comments," on page 969. This article states the early theory as expressed by Justice Taney "that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created," and some of the reasons why the several states have passed statutes providing for service of process upon foreign corporations which are "doing business" within the state. The article further states:
"The factor of `doing business' within a state was not recognized as establishing a new basis for jurisdiction but was explained upon the theory of consent. The reasoning was that since the state had the power to refuse admission of foreign corporations which were not agents of the Federal Government or corporations engaged in interstate commerce, the state could as an implied condition to the corporation's entering the state make a foreign corporation amenable to process there. The corporation's consent to the statutory condition was implied upon its entering the state. Later another theory, called the `actual presence' theory, was developed. Under this theory it was said that if a corporation was `doing business' in a state it must be present in that state. The use of these two fictional theories, which extended the law of natural persons to make it adaptable to corporations, is largely responsible for the confusion occurring in this field."

The article further refers to and discusses three leading cases on this question, namely, Green v. Chicago B. & Q. R. Co., 205 U. S. 530, 51 L. Ed. 916, 27 S. Ct. 595, which holds that the corporation was not "doing business" in Pennsylvania, and International Harvester Co. v. Kentucky, 234 U. S. 579, 58 L. Ed. 1479, 34 S. Ct. 944, and Tauza v. Susquehanna Coal Co., 220 N. Y. 259, 115 N. E. 915, which hold that the respective corporations were doing business in the state where process was served.

Typical of the early cases based upon the consent theory is Lafayette Ins. Co. v. French, 59 U. S. 404, 15 L. Ed. 340.

The corporate presence theory was apparently formulated by Mr. Justice Brandeis in the case of Philadelphia & Reading R. Co. v. McKibbin, 243 U. S. 264, 61 L. Ed. 710, 37 S. Ct. 280, in these words:
"A foreign corporation is amenable to process to enforce a personal liability, in the absence of consent, only if it is

154 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

doing business within the State in such manner and to such extent as to warrant the inference that it is present there."

(Italics ours.)

In People's Tobacco Co. v. American Tobacco Co., 246 U. S. 79, 62 L. Ed. 587, 38 S. Ct. 233, the following general rule was announced:
"The general rule deducible from all our decisions is that the business must be of such nature and character as to warrant the inference that the corporation has subjected itself to the local jurisdiction, and is by its duly authorized officers or agents present within the State or district where service is attempted."

In State ex Del. Columbia Broadcasting Co. v. Superior Court, 1 Wn. (2d) 379, 96 P. (2d) 248, we cited with approval the general rule as above stated, but in view of what was stated in this same case in 5 Wn. (2d) 711, 105 P. (2d) 70, the decision in 1 Wn. (2d) cannot be considered as authority, other than as it expresses the opinion of the judges who signed that opinion.

The leading case on the question of what constitutes doing business within a state by a foreign corporation so as to justify the courts of that state in taking jurisdiction of complaints against it, is International Harvester Co. v. Kentucky, 234 U. S. 579, hereinbefore referred to. The case presented the question of the sufficiency of the service of process on an alleged agent of the Harvester Co. in a criminal proceeding in a county court of Kentucky in which an indictment had been returned against the Harvester Co. for an alleged violation of the anti-trust laws of Kentucky. It is conceded in the cited case that whether the person upon whom process was served was one designated by the law of Kentucky as an agent to receive summons on behalf of the company, was a question within the province of the court of appeals of Kentucky to finally determine. The court stated the first question to be determined was whether, under the circumstances shown in that case, the Harvester Co. was carrying on business in Kentucky in such a manner as to justify the courts of that state in taking jurisdiction of complaints against it. The opinion states:

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 155
22 Wn.2d 146, 154 P.2d 801

"For some purposes a corporation is deemed to be a resident of the State of its creation, but when a corporation of one State goes into another in order to be regarded as within the latter it must be there by its agents authorized to transact its business in that State. The mere presence of an agent upon personal affairs does not carry the corporation into the Foreign State. It has been frequently held by this court, and it can no longer be doubted that it is essential to the rendition of a personal judgment that the corporation be `doing business' within the State. . . . each case must depend upon its own facts, and their consideration must show that this essential requirement of jurisdiction has been complied with and that the corporation is actually doing business within the State."

The facts upon which the court determined that the corporation was doing business in Kentucky were as follows:
"`Travelers negotiating sales must not hereafter have any headquarters or place of business in that State, but may reside there.
"`Their authority must be limited to taking orders, and all orders must be taken subject to the approval of the general agent outside of the State, and all goods must be shipped from outside of the State after the orders have been approved. Travelers do not have authority to make a contract of any kind in the State of Kentucky. They merely take orders to be submitted to the general agent. If any one in Kentucky owes the Company a debt, they may receive the money, or a check, or a draft for the same but they do not have any authority to make any allowance or compromise any disputed claims. . . . All contracts of sale must be made f. o. b. from some point outside of Kentucky and the goods become the property of the purchaser when they are delivered to the carrier outside of the State. Notes for the purchase price may be taken and they may be made payable at any bank in Kentucky. All contracts of any and every kind made with the people of Kentucky must be made outside of that State, and they will be contracts governed by the laws of the various States in which we have general agencies handling interstate business with the people of Kentucky.'" (Italics ours.)

The opinion states:
"Upon this question the case is a close one, but upon the whole we agree with the conclusion reached by the Court of Appeals, that the Harvester Company was engaged in

156 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

carrying on business in Kentucky. We place no stress upon the fact that the Harvester Company had previously been engaged in doing business in Kentucky and had withdrawn from that State for reasons of its own. . . . Here was a continuous course of business in the solicitation of orders which were sent to another State and in response to which the machines of the Harvester Company were delivered within the State of Kentucky. This was a course of business, not a since transaction. The agents not only solicited such orders in Kentucky, but might there receive payment in money, checks or drafts. They might take notes of customers, which notes were made payable, and doubtless were collected, at any bank in Kentucky. This course of conduct of authorized agents within the State in our judgment constituted a doing of business there in such wise that the

Harvester Company might be fairly said to have been there, doing business, and amenable to the process of the courts of the State." (Italics ours.)

We call attention at this point to the fact that while in the cited case the court stated the agents might receive payment in money, checks, or drafts, and might take notes of customers, payable at Kentucky banks, the court did not emphasize these latter facts in holding that the company was carrying on a continuous course of business.

The cited case distinguishes the case of Green v. Chicago, B. & Q. R. Co., 205 U. S. 530, 51 L. Ed. 916, 27 S. Ct. 595, often cited to sustain the contention that a foreign corporation is not doing business within a state where it appears that in substance such business consisted of nothing more than the solicitation of orders.

Some three years after the decision in the International Harvester Co. case, supra, Mr. Justice Day, who wrote the opinion in that case, wrote the opinion in the case of People's Tobacco Co. v. American Tobacco Co., 246 U. S. 79, supra. While we are of the opinion, from an examination of the cited case, that the decision might well have been sustained upon the theory that the authority of Irby, the agent of American Tobacco Co. upon whom service was attempted to be made, had been revoked prior to the time of such attempted service, yet the court, as disclosed by the opinion, did state that the American Tobacco Co. was

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 157
22 Wn.2d 146, 154 P.2d 801

selling goods in Louisiana to jobbers and sending its drummers into that state to solicit orders from the retail trade, to be turned over to the jobbers, the charges being made by the jobbers to the retailers. These agents were not domiciled in the state and did not have the right or authority to make sales on account of the defendant company, collect money, or extend credit for it. The court, after the statement hereinabove referred to relative to the attempted service on an unauthorized agent, further states:
"Upon the broader question, we agree with the District Court that the American Tobacco Company at the time of the attempted service was not doing business within the State of Louisiana. The question as to what constitutes the doing of business in such wise as to make the corporation subject to service of process has been frequently discussed in the opinions of this court, and we shall enter upon no amplification of what has been said. Each case depends upon its own facts. The general rule deducible from all our decisions is that the business must be of such nature and character as to warrant the inference that the corporation has subjected itself to the local jurisdiction, and is by its duly authorized officers or agents present within the State or district where service is attempted. . . .
"As to the continued practice of advertising its wares in Louisiana, and sending its soliciting agents into that State, as above detailed, the agents having no authority beyond solicitation, we think the previous decisions of this court have settled the law to be that such practices did not amount to that doing of business which subjects the corporation to the local jurisdiction for the purpose of service of process upon it."

The court, after referring to the International Harvester case, supra, held that the district court properly concluded that the attempted service on Irby should be quashed.

From the cited cases, we reach the conclusion that, while mere solicitation of business within a state by the agents of a foreign corporation does not constitute doing business so as to make the corporation amenable to process by the courts of that state, solicitation, together with certain other acts, will be sufficient to render the corporation subject to process. So our inquiry now is: What additional acts will be deemed sufficient for this purpose?

158 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

In 1917, Justice Cardozo (then judge of the New York court) wrote the often cited opinion in the case of Tauza v. Susquehanna Coal Co., 220 N. Y. 259, 115 N. E. 915. The court sums up the facts in the cited case in the following words:
"In brief, the defendant maintains an office in this state under the direction of a sales agent, with eight salesmen, and with clerical assistants, and through these agencies systematically and regularly solicits and obtains orders which result in continuous shipments from Pennsylvania to New York.
"To do these things is to do business within this state in such a sense and in such a degree as to subject the corporation doing them to the jurisdiction of our courts."

It might be added that all orders secured through the New York office were subject to confirmation at the home office in Pennsylvania. No person connected with the New York office had authority to receive payment for shipments of coal, or to receive or endorse checks. At the conclusion of a discussion of the International Harvester case, supra, the court stated:
"That case goes farther than we need to go to sustain the service here. It distinguishes Green v. Chicago, B. & Q. Ry. Co. (205 U. S. 530) where an agent in Pennsylvania solicited orders for railroad tickets which were sold, delivered and used in Illinois. The orders did not result in a continuous course of shipments from Illinois to Pennsylvania.

The activities of the ticket agent in Pennsylvania brought nothing into that state. In the case at bar, as in the International Harvester case, there has been a steady course of shipments from one state into the other. The business done in New York may be interstate business, but business it surely is." (Italics ours.)

The court further stated:
"In construing statutes which license foreign corporations to do business within our borders we are to avoid unlawful interference by the state with interstate commerce. The question in such cases is not merely whether the corporation is here, but whether its activities are so related to interstate commerce that it may, by a denial of a license, be prevented from being here. . . . If in fact it is here, if it is here, not occasionally or casually, but with

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 159
22 Wn.2d 146, 154 P.2d 801

a fair measure of permanence and continuity, then, whether its business is interstate or local, it is within the jurisdiction of our courts . . . The nature and extent of business contemplated by licensing statutes is one thing. The nature and extent of business requisite to satisfy the rules of private international law may be quite another thing.

Unless a foreign corporation is engaged in business within the state, it is not brought within the state by the presence of its agents. But there is no precise test of the nature or extent of the business that must be done. All that is requisite is that enough be done to enable us to say that the corporation is here." (Italics ours.)

The holding in the Tauza case may be boiled down to this: That where there is a systematic and regular solicitation of orders by an agent or agents of the corporation, resulting in a continuous shipment of goods into the state where the agents are operating, together with the maintenance of a permanent office in the state by the corporation, the corporation can be said to be doing business in that state so as to make it amenable to process by the courts of such state.

The cases dealing with the question here presented are multitudinous. While it is probably true that most of the cases which hold the corporation was doing business in the state so as to make it amenable to process have some slight activity on the part of the agent in addition to the solicitation of orders resulting in a continuous flow of the corporation's products into the state, yet it seems to us the basic fact upon which the courts have determined that the corporation was doing business was the regular and systematic solicitation of orders by the agent, resulting in the continuous flow of the corporation's products into the state by means of interstate carriers.

The following are typical cases holding that the corporation was doing business in the state where service was attempted to be made. From our discussion of these cases will appear what facts, in addition to mere solicitation, the courts considered in determining that the corporation was doing business in the state. It will also appear from some of the decisions that a regular and systematic course of solicitation of orders by the agent of the corporation,

160 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

resulting in a continuous flow of the corporation's products into the state, should be and is sufficient to warrant the court in holding the corporation was doing business in the state. Many of these cases cite and rely upon the International Harvester case. Lamont v. Moss Cigar Co., 218 Ill. App. 435; Hormel & Co. v. Ackman, 117 Fla. 419, 158 So. 171, where in addition to soliciting orders the agent made some collections; Wheeler v. Boyer Fire Apparatus Co., 63 N. D. 403, 248 N. W. 521, where the agent's authority consisted in soliciting orders and making collections (this case refers to and quotes from the International Harvester case, supra, Tauza v. Susquehanna Coal Co., supra, and American Asphalt Roof Corp. v. Shankland, 205 Iowa 862, 219 N. W. 28, of which more will be said later); Dobson v. Maytag Sales Corp., 292 Mich. 107, 290 N. W. 346; International Shoe Co. v. Lovejoy, 219 Iowa 204, 257 N. W. 576, wherein the court stated:
"It appears from the foregoing recital of the facts that, in addition to the solicitation of orders from customers for shoes, Sommerhauser sought to induce Buttenhoff and others to engage in the shoe business. This appears to have been a part of his duties as a salesman. He was authorized to receive checks in payment of accounts and to transmit the same to petitioner, but not to cash the same or to receive money. Petitioner did not, in a general sense at least, maintain an office or place of business in this state. It did, however, permanently maintain a sample or display room in a hotel in Des Moines which was visited by actual or prospective customers to whom sales of merchandise were made. This method of transacting the business amounted to something more than the mere solicitation of orders. The practice of aiding, if not inducing, others to establish stores and engage in the shoe business in this state also amounted to more than the mere solicitation of orders."

In the case of American Asphalt Roof Corp. v. Shankland, 205 Iowa 862, 219 N. W. 28, hereinbefore referred to, the defendant was a foreign corporation having its principal place of business in Kansas City, Missouri. The agent on whom service was made was a traveling salesman, with authority to solicit orders which were forwarded to the home office for acceptance. He had no authority to accept

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 161
22 Wn.2d 146, 154 P.2d 801

orders, make contracts, receive payment of any kind, and maintained no office or permanent place of business within the state of Iowa. The defendant furnished him with an automobile and paid the expenses of its operation. The agent resided in Des Moines and frequently sought retail customers to patronize the dealers to whom he made sales. The court, in reaching its decision that the corporation was doing business in Iowa, relied principally upon the Tauza and the International Harvester cases, supra. After quoting from the latter case, the court stated:
"The continuous course of business referred to was the solicitation of orders, which were sent to another state, and in response to which the machines of the Harvester Company were delivered within the state of Kentucky. The court said, `This was a course of business, - not a single transaction.' It is true that the above language is followed by a reference to the fact that the agents were authorized to receive notes, drafts, checks, money, etc., and transmit the same to the Harvester Company. Such transactions were, however, merely formal acts, and involved the exercise of no discretion on the part of the agent, and were always referable to transactions closed by the approval of the order, and, no doubt, generally by the delivery of the machines. These transactions are not given significance in what the court terms a continuous course of business."

(Italics ours.)

It is apparent that the Iowa court was of the opinion the court in the International Harvester case attached no particular importance to the fact that the agent was authorized to receive notes, checks, drafts, etc. This is evident from the concluding words in the opinion of the Shankland case:
"We recognize that the question is by no means free from difficulty; but it seems to us that the facts disclosed by the record establish that petitioner was, and has been for many years, engaged in a systematic and continuous course of business in the solicitation of orders and the delivery and shipment of merchandise to numerous customers, new and long established, and that such conduct constitutes doing business in this state within the meaning of that term as used in Section 11072 and as construed and interpreted by the decisions of the Supreme Court of the United States. If

162 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

the corporation was doing business in this state, it will hardly be questioned that Killingsworth [the agent] was a proper person upon whom service might be had." (Italics ours.)

The case of West Pub. Co. v. Superior Court, 20 Cal. (2d) 720, 128 P. (2d) 777, is, in our opinion, a well-considered case. Many cases are cited, among them Green v. Chicago, B. & Q. R. Co., supra, and People's Tobacco Co. v. American Tobacco Co., supra, often cited to sustain the contention that a foreign corporation is not doing business in the state where service of process was attempted to be made. It also cites, and to a great extent relies on, the Tauza and International Harvester cases, supra, and recognizes that the adjudicated cases since the International Harvester decision have not been in complete agreement as to the precise factors additional to mere solicitation which motivated the court in the Harvester case to sustain the jurisdiction of the Kentucky court. The case goes on to say that, while the decision in People's Tobacco Co. v. American Tobacco Co., supra, seems to have stressed the fact that the agents in the Harvester case were authorized to receive payments in Kentucky, other leading authorities have viewed the quantity and continuity of the solicitation of business in Kentucky as the controlling factor of the decision, rather than the mere additional circumstances of collecting money; citing, as sustaining this latter theory, Tauza v. Susquehanna Coal Co., supra, and American Asphalt Roof Corp. v. Shank land, supra.

A good discussion of the question here presented will be found in Dahl v. Collette, 202 Minn. 544, 279 N. W. 561, where practically all the leading cases decided up to that time (April, 1938) are cited and discussed. We quote from the cited case:
"Courts are agreed that solicitation, if the only evidence of the visitation of a foreign corporation, will not warrant a finding that the corporation is doing business so as to be subject to process. [Citing among other authority Green v. C. B. & Q. Ry., supra.] This is not to say that solicitation, regularly and systematically conducted, within the jurisdiction is without import in deciding whether the

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 163
22 Wn.2d 146, 154 P.2d 801

corporation is doing business therein. Its simple meaning is that solicitation alone without other corroborating circumstances is not of sufficient strength to sustain the inference that the corporation is present. . . . Solicitation aided by further manifestations of corporate presence no one of which is singly capable of carrying the weight of the inference will warrant the conclusion that it is doing business here. . . .
"Solicitation in regular course of business, together with acceptance and performance of the contract within the state, will give ample ground for the conclusion of corporate presence. . . . Or if the solicitation results in a continuous flow of goods into the state and if payment therefor is made within the state, these factors altogether support the inference that the corporation is present doing business.

. . . It has also been held that if regular and systematic solicitation concurs with a continuous flow of goods into the state the inference is permissible. . . . Solicitation joined with adjustment of complaints as a part of the ordinary course of business also sustains the inference.

. . . The substance of the cases seems to be that although the rule against the sufficiency of solicitation alone still persists, `it readily yields to slight additions.' " (Italics ours.)

The court then states that the facts show that:
"There was the solicitation of orders, which although not incessant in the sense that it was being conducted here at all times, yet was regular and systematic rather than incidental and haphazard. The volume of its products coming into the state as the direct result of this solicitation, while perhaps inconsiderable in relation to the total of its national business, was nevertheless substantial. The flow of its manufactures into the state appears to have been constant and continuous. The compromise and adjustment of disputes with its customers appears also to have been habitually carried on here. Added to these circumstances is the fact of the maintenance of display and demonstration rooms at conventions attended by present and prospective customers under the management of an officer or agent of appellant.

This occurrence is not of great weight, neither is it quite without significance. . . .
"While it may be admitted that no one of the factors relied upon by respondents to demonstrate the corporate presence within the state of appellant is capable of sustaining that inference, and while the courts in some instances, as has been pointed out, are divided as to the sufficiency of

164 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

any two of them, we are confident that their cumulative strength is ample to support the conclusion we reach that appellant was doing business and was therefore present within this state at the time service of the summonses and complaints was made on Collette as its agent."

The Wisconsin court in In re Petition of North field Iron Co., 226 Wis. 487, 277 N. W. 168, places the same interpretation upon the International Harvester case as did the Iowa court in the Shank land case and the New York court in the Tauza case, saying:
"It is our conclusion that so far as the question of state power is concerned, the International Harvester Co. case, supra, must be taken to make valid a statute by a state providing for service upon the soliciting agent of a foreign corporation whose only activity aside from a solicitation of orders within the state is the filling of these orders through the instrumentality of interstate commerce."

In the case of Harbich v. Hamilton-Brown Shoe Co., 1 F. Supp. 63, the Federal district court for the southern district of Texas had before it a set of facts very much like those in the instant case. In the cited case, service was made upon one Dan Smith, a salesman for the shoe company in the state of Texas. So far as the opinion indicates, Dan Smith had authority only to solicit orders, which he did in a regular and systematic way by appearing at customer's stores and offering samples for the customer's inspection. Smith had no authority on behalf of the shoe company to sell merchandise or otherwise bind the shoe company, but was solely a soliciting agent. The orders were taken subject to acceptance by the shoe company at its home office in St. Louis, Missouri. When the orders were accepted, the goods were shipped from outside the state of Texas in interstate commerce. The court held the shoe company was doing business in Texas, and that service on Smith was sufficient service on the company.

A very recent Federal case dealing with this question is Frene v. Louisville Cement Co., 77 U. S. App. D. C. 129, 134 F. (2d) 511, decided January 25, 1943. In the cited case, the defendant Cement Co. was a Kentucky corporation, having its principal place of business at Louisville, Kentucky. It

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 165
22 Wn.2d 146, 154 P.2d 801

maintained no office or place of business in the District of Columbia. Its business was the manufacture and sale of cement and cement products. Lovewell, the agent upon whom service was had, resided in a suburb of Washington. His telephone number, which was displayed, together with his home address, his name and that of defendant, upon his business card, was listed in the Washington directory. Lovewell had authority to solicit orders for defendant's products, and his territory comprised all of Maryland, except the two western counties, the District of Columbia, and the eastern part of Virginia. He spent two thirds or three fourths of his time in Washington, which he said was "the biggest market in my territory." The volume of business done in Washington was large. Lovewell had no authority to conclude contracts or make binding sales. When he received orders, he forwarded them to the home office in Louisville, where they were accepted or rejected. Shipments on orders accepted were made in interstate commerce to building supply dealers in the vicinity of the job, who in turn supplied them to the contractors. Lovewell frequently visited jobs in course of construction where defendant's products were being used, and on these occasions he would note the manner in which the products were being installed or used, and if any difficulties were being experienced, he would make suggestions as to how to overcome them. He would also go over any complaints and report them to the home office, but he had no authority to finally make adjustments or compromises. We quote from the opinion, which was written by Justice Rutledge, and which we think contains a sound criticism of the solicitation rule:
"The tradition has grown that personal jurisdiction of a foreign corporation cannot be acquired when the only basis is `mere solicitation' of business within the borders of the forum's sovereignty. And this is true, whether the solicitation is only casual or occasional or is regular, continuous and long continued.
"The tradition crystallized when it was thought that nothing less than concluding contracts could constitute `doing business' by foreign corporations, an idea now well

166 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

exploded. It is now recognized that maintaining many kinds of regular business activity constitutes `doing business' in the jurisdictional sense, notwithstanding they do not involve concluding contracts. In other words, the fundamental principle underlying the `doing business' concept seems to be the maintenance within the jurisdiction of a regular, continuous course of business activities, whether or not this includes the final stage of contracting. . . .
"Furthermore, since the tradition crystallized, other developments in the law of personal jurisdiction have cast doubt upon its validity. These in general have expanded the scope of jurisdictional power over the persons of nonresidents, including foreign corporations. It is still true, generally speaking, that mere casual and occasional acts do not furnish a sufficient basis for assertion of jurisdiction of the person in cases of nonresidents. But the nonresident motorists' statutes, which are applicable to foreign corporations, and the fact they have been so widely enacted and sustained, show two things among others. The first, like the cases sustaining jurisdiction upon a basis of `solicitation plus,' is that contracting, casually or continuously, is not essential for jurisdictional purposes, nor is negotiation, solicitation, or other activity looking toward the formation of contracts. The second is that some casual or even single acts done within the borders of the sovereignty may confer power to acquire jurisdiction of the person, provided there is also reasonable provision for giving notice of the suit in accordance with minimal due process requirements. . . .

In general the trend has been toward a wider assertion of power over nonresidents and foreign corporations than was considered permissible when the tradition about `mere solicitation' grew up.
". . . But when jurisdiction has been extended to include some types or kinds of occasional acts and nearly all kinds of continuous operations, the rule which nullifies judicial power when a foreign corporation engages continuously and regularly in `mere solicitation' is, to say the least, anomalous. . . . Solicitation is the foundation of sales.

Completing the contract often is a mere formality when the stage of `selling' the customer has been passed. No business man would regard `selling,' the `taking of orders,' `solicitation' as not `doing business.' The merchant or manufacturer considers these things the heart of business. It is perfectly possible, under the `mere solicitation' rule, for a foreign corporation to confine its entire market to a single

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 167
22 Wn.2d 146, 154 P.2d 801

jurisdiction, yet by carefully limiting its activities there to the soliciting phase, to force each of its customers having cause for legal redress to seek it in the foreign forum of incorporation. By careful segregation of the `selling' phase in the place of market, a substantially complete immunity to liability, in the practical sense, could be created.
"It would seem, therefore, that the `mere solicitation' rule should be abandoned when the soliciting activity is a regular, continuous and sustained course of business, as it is in this case. It constitutes, in the practical sense, both `doing business' and `transacting business,' and should do so in the legal sense. Although the rule has not been clearly and expressly repudiated by the supreme court, its integrity has been much impaired by the decisions which sustain jurisdictions when very little more than `mere solicitation' is done." (Italics ours.)

While it is apparent that the court was of the opinion that the mere solicitation rule should be abandoned when the soliciting activity is a regular, continuous, and sustained course of business, the court did not deem it necessary "to take the final step in repudiation in this case, since the facts are sufficient to bring it within the `solicitation plus' rule."

Justice Edgerton, in a concurring opinion in the cited case, stated:
"It has been suggested that `the existence of a jurisdiction to determine the personal liability of a corporation . . . depends on the reasonableness of its exercise' and that `if a foreign corporation voluntarily does business within the state it is bound by reasonable regulations of that business imposed by the state . . . because it is as reasonable and just to subject the corporation to those regulations as though it had consented.' In the normal course of business appellee's agent induced appellants, in the District, to buy its product. They bought it in the District, for use in the District, from a District dealer to whom appellee had sold it.

They used it in the District. The alleged defect appeared there and the alleged cause of action presumably arose there.

Appellants appear to reside there. I think it is reasonable and just that they should be allowed to enforce their claim there."

We find a statement by this court in the case of Macario v. Alaska Gastineau Mining Co., 96 Wash. 458, 165 Pac. 73, quite in accord with the view expressed by Justice Edgerton:

168 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

"We think an examination of the authorities will show that the place of the arising of the cause of action has been generally regarded as of controlling force by the courts in determining the question of a defendant foreign corporation being subject to the process of the court wherein recovery is sought, whenever the question of such foreign corporation doing business generally in the state in which it is sought to be sued is one of doubt."

In the case of Grams v. Idaho Nat. Harvester Co., 105 Wash. 602, 178 Pac. 815, the court held that the defendant, an Idaho corporation, was doing business in this state and was amenable to process of the courts of this state. In addition to selling combined harvesting machines in this state, the company kept on hand, in a warehouse in this state, a large quantity of repair parts for the machines. Many of these articles were sold by the warehouse company as the property of the Harvester Co., the former accounting to the latter for all sales made.

In the case of State ex rel. Kerr Glass Mfg. Corp. v. Superior Court, 166 Wash. 41, 6 P. (2d) 368, we held that the solicitation of orders in this state by one Huch, a resident of this state, coupled with the fact that the Glass Co., a Nevada corporation, kept some of its goods in storage in this state, constituted doing business. Huch had no authority to accept orders, but all of the orders were taken subject to approval by the Glass Co. at its home office in Oklahoma. The Glass Co. completed delivery when the products were turned over to the transportation company in Oklahoma. Bills of lading, invoices, and statements were sent from the Glass Co. direct to the buyer. Remittances were made direct from buyer to seller. Huch made no collections and had nothing to do with extending credit.

[2] Summing up the facts in the instant case, we find that the salesmen are all residents of the state of Washington, and have definitely defined territory assigned to them. There is no storage or warehousing of goods. The activities of these agents of appellant consist of the solicitation of orders and the display of samples, sometimes in permanent display rooms. Salesmen are required to spend certain time each year in St. Louis for the purpose of receiving direct

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 169
22 Wn.2d 146, 154 P.2d 801

personal instructions as to their duty, as to the line of shoes which they are to offer to the trade, the method of selling, and information with reference to the construction of new types and kinds of shoes which are to be offered to the trade. Some of the salesmen rent sample rooms in business buildings, and the expense of such rental and maintenance is paid by the salesmen, who are reimbursed on an expense account by appellant. There is a detailed program followed by the company through contact with the salesmen, to keep the company's business at a high level, to eliminate differences arising in the particular territory, and to discuss credit of Washington purchasers and customers with whom the company is doing business. As a result of the activities of these agents, there is a continuous flow of appellant's product into this state by means of interstate carriers. This course of action has been carried on over a period of years, by as many as thirteen salesmen, and the substantial volume of merchandise and the regularity of its shipment are clearly shown by the amount of commissions regularly earned by these resident salesmen.

In the case of Bankers' Holding Corp. v. Maybury, 161 Wash. 681, 297 Pac. 740, this court adopted the following definition of business, as stated in Flint v. Stone Tracy Co., 220 U. S. 107, 55 L. Ed. 389, 31 S. Ct. 342:
"`"Business" is a very comprehensive term, and embraces everything about which a person can be employed.

. . . "That which occupies the time, attention, and labor of men for the purpose of a livelihood or profit."'"

It seems to us, after a consideration of the facts in this case and the authorities bearing on the question here presented, that the conclusion that appellant, through its agents, was doing business in this state so as to make it amenable to process, is inescapable, whether we follow the "corporate presence theory" or base our decision on the reasonableness of permitting the corporation to be sued in this state rather than forcing respondent to go to Missouri or Delaware to bring its action.

While we are of the opinion that the regular and systematic solicitation of orders in this state by appellant's agents,

170 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

resulting in a continuous flow of appellant's product into this state by means of interstate carrier, is sufficient to constitute doing business in this state so as to make appellant amenable to process of the courts of this state, we are also of the opinion that there are additional activities shown which bring this case well within the solicitation plus rule.

On this question, appellant cites and relies on State ex rel. Paraffine Companies v. Wright, 184 Wash. 69, 49 P. (2d) 929, and Bank of America v. Whitney Bank, 261 U. S. 171, 67 L. Ed. 594, 43 S. Ct. 311. In the former case, the cause came before this court on an application for a writ of mandate to compel the Thurston county superior court to transfer the cause to King county. The application of the Paraffine Co. was based upon the claim that it transacted no business in Thurston county, had no office there, and that there was no person residing in Thurston county upon whom process against it could be served. It appears that there was no person or company in Thurston county having the relationship of agent to the Paraffine Co. All purchases made by Olympia customers of the company were made at the Seattle office, where the principal place of business of the company was located. The customers of the Paraffine Co. in Olympia handling its products did so as independent merchants, and not as agents. The case is not in point.

The factual situation in the second case above cited is so different from that in the instant case that it cannot be considered helpful herein.

[3] The second assignment of error in the case at bar is that Mr. Alley, upon whom service was made, was not such an agent as is contemplated by Rem. Rev. Stat., § 226 [P. C. § 8438]. In view of the conclusion reached by us on the first question presented, we are of the opinion this question can be briefly disposed of.

The entire business of appellant in the state of Washington was carried on by Mr. Alley and other agents having like authority. Subsection 9 of § 226 states that if the suit be against a foreign corporation doing business within this state, service may be made on "any agent."

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 171
22 Wn.2d 146, 154 P.2d 801

We stated in Barrett Mfg. Co. v. Kennedy, 73 Wash. 503, 131 Pac. 1161, that:
"The words of the statute `any agent' were intended to have a broad meaning, and must be liberally construed to effectuate the legislative intent. While they may not include a day laborer or an employee who has no authority to represent the corporation in any way other than to discharge his daily task, they must be held to include all such agents as represent the corporation in either a general or a limited capacity." (Italics ours.)

See, also, Pacific Typesetting Co. v. International Typographical Union, 125 Wash. 273, 216 Pac. 358.

It is interesting to note, in view of what we have said on the first question and in the consideration of the second, that in the last-cited case we quoted with approval the following statement found in Beach v. Kerr Turbine Co., 243 Fed. 706:
"`The tendency of legislation and of judicial decisions is and has been to make it easy to obtain jurisdiction of foreign corporations. As was said by Mr. Justice Gray in Barrow Steamship Co. v. Kane, 170 U. S. 100, . . . "The constant tendency of judicial decisions in modern times has been in the direction of putting corporations upon the same footing as natural persons in regard to the jurisdiction of suits by or against them."'"

On this question, we desire to again call attention to the following statement found in the case of Tauza v. Susquehanna Coal Co., supra:
"It is not necessary to show that express authority to accept service was given to the defendant's agent. His appointment to act as agent within the state carried with it implied authority to exercise the powers which under our laws attach to his position. . . . When a foreign corporation comes into this state, the legislature, by virtue of its control over the law of remedies, may define the agents of the corporation on whom process may be served. . . .

If the persons named are true agents, and if their positions are such as to lead to a just presumption that notice to them will be notice to the principal, the corporation must submit. . . . The corporation is here; it is here in the person of an agent of its own selection; and service upon him is service upon his principal."

172 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

We do not deem further citation of authority necessary. We are of the opinion appellant's second assignment is with out merit.

The remaining question is whether or not the imposition upon appellant of liability for contributions to the Washington unemployment compensation fund is an unconstitutional burden upon interstate commerce.

[4] We stated in Bates v. McLeod, 11 Wn. (2d) 648, 120 P. (2d) 472, that the contributions exacted under the unemployment compensation act constituted an excise tax upon the privilege of employing others. Employment is defined by Rem. Rev. Stat. (Sup.), § 9998-119 [P.C. § 6233-317] (g)(1), as follows:
"`Employment,' subject to the other provisions in this subsection, means service, including service in interstate commerce, performed for wages or under any contract of hire, written or oral, express or implied."

It would seem that the act clearly contemplates that contributions shall be paid into the unemployment compensation fund for such employment as we have in this case. Assuming that appellant is engaged in interstate commerce by reason of the fact that its agents take orders in this state for goods to be shipped from another state, yet we are of the opinion that the contributions exacted by the unemployment compensation act from appellant do not constitute an unlawful burden on interstate commerce. Probably to meet such an argument as is made by appellant herein, and to permit the unemployment compensation acts of the several states to cover the largest possible range of employees, Congress passed the following statute:
"No person required under a State law to make payments to an unemployment fund shall be relieved from compliance therewith on the ground that he is engaged in interstate or foreign commerce, or that the State law does not distinguish between employees engaged in interstate or foreign commerce and those engaged in intrastate commerce." 26 U. S. C. § 1606(a).

[5] Appellant contends that it is not required, under the state law, to make payments to the unemployment fund.

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 173
22 Wn.2d 146, 154 P.2d 801

We see no merit in this contention. Appellant is a foreign corporation having in its employ for several years more than eight individuals in each of twenty different weeks, performing services for it within this state, and so, under the plain terms of the act, is required to make contributions to the unemployment compensation fund.

[6] We are of the opinion Congress meant just what it said in the above-quoted statute, and that appellant's objection to payment of contributions on this ground is not tenable. But even without the act of Congress above set out, we do not think appellant could avoid liability upon this ground. The cases cited by appellant are cases dealing with taxes imposed on doing business, and the imposition of such taxes on corporations doing business in interstate commerce would clearly tend to burden that commerce.

This court pointed out the distinction between such cases (tax on engaging or continuing within this state in any business) and the instant case, in Paramount Pictures Dist. Co. v. Henneford, 184 Wash. 376, 51 P. (2d) 385, where the court stated:
"It being an excise tax for the purpose of raising revenue, the act of the legislature imposing it was not passed in the exercise of the police power. Whether a law is enacted in the exercise of that power, depends upon whether the primary purpose is to raise revenue or to regulate industry."

[7] In the instant case, the act under consideration was passed in the exercise of the police power for the purpose of relieving distress in this state resulting from involuntary unemployment.

In the case of United Fruit Co. v. Department of Labor & Industry, 344 Pa. 172, 25 A. (2d) 171, the Pennsylvania court held that the fruit company, engaged wholly in foreign commerce, with its principal office in Boston, but employing about three hundred persons within the state of Pennsylvania, was subject to the workmen's compensation act of Pennsylvania, although it required no authority from that state to carry on its business. The court then stated:

174 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

"The fact that an employe working within the State of Pennsylvania is engaged in interstate or foreign commerce does not necessarily take him outside the range of the Workmen's Compensation Act, which applies . . . `to all accidents occurring within this Commonwealth.' It is well settled that, in the absence of federal legislation on the subject, a state may, without violating the commerce clause of the federal constitution, legislate concerning relative rights and duties of employers and employees while within its borders, although engaged in interstate commerce."

This view was sanctioned by the United States supreme court in Valley S. S. Co. v. Wattawa, 244 U. S. 202, 61 L. Ed. 1084, 37 S. Ct. 523. In the cited case, the steamship company was engaged in interstate commerce and contended that it was not liable under the Ohio workmen's compensation act. Answering this contention, Mr. Justice McReynolds, speaking for the court, said:
"We are asked to reverse the action of the Court of Appeals upon two grounds. First, because the company was engaged in interstate commerce and therefore could not be subjected to the Compensation Act without burdening such commerce contrary to the Commerce Clause of the Federal

Constitution. . . .
"The first point relied upon is entirely without merit and inadequate to support our jurisdiction. In the absence of congressional legislation the settled general rule is that without violating the Commerce Clause the States may legislate concerning relative rights and duties of employers and employees while within their borders although engaged in interstate commerce."

In conclusion, we are of the opinion the unemployment compensation act does not impose a burden upon interstate commerce, in so far as the business of appellant is concerned.

The judgment of the trial court is affirmed.

BEALS, STEINERT, BLAKE, ROBINSON, MALLERY, and GRADY, JJ., concur.

SIMPSON, C. J. (dissenting) - As a member of this court, I feel impelled by a strong sense of duty to dissent from the able opinion prepared by the majority. I write this dissent prior to completion of its circulation among my

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 175
22 Wn.2d 146, 154 P.2d 801

fellow judges. I write it with a sincere hope that I may change the views of the writer and convince all of the judges that the majority opinion as now written is incorrect.

This case comes to us upon an agreed statement of facts, which reads:
"International Shoe Company is a Delaware Corporation.

It has its principal place of business in the City of St. Louis, Missouri. Its principal business consists of manufacture and sale of boots, shoes and other footwear. It maintains places of business where manufacturing is carried on and from which its merchandise is sold in the states of Missouri, Arkansas, Illinois, Kentucky, North Carolina, Pennsylvania, New York and New Hampshire. Its merchandise is sold through its several selling divisions or branches, the following branches being the only ones doing any sort of business with residents of the State of Washington:
                "Roberts, Johnson & Rand
                Peters
                Friedmann-Shelby
                Specialty
"It has not a place of business in the State of Washington; maintains no general agent in the State of Washington.

It makes no contracts, either of sale or of purchase in the State of Washington. It maintains no stock of merchandise in the State of Washington and makes no deliveries of merchandise in intra state commerce in the State of Washington. . . .
"The manner in which the business of International Shoe Company is carried on in the State of Washington, is generally as follows:
"Salesmen are employed from the head office at St. Louis and work under the direct supervision and control of sales managers with offices in St. Louis, and are required as part of their duties to spend certain time each year in St. Louis,Missouri for the purpose of receiving direct personal instructions as to their duties, as to the line of shoes which they are to offer to the trade, the methods of selling, conditions of selling, and to receive information with reference to construction and new types and kinds of shoes which are to be offered to the trade. Said employees or salesmen are given a sample line, which samples uniformly consist of only one shoe of a pair, and no sales are made by salesmen from such samples. They are merely used to display to prospective purchasers. Some of the salesmen rent sample rooms in business buildings and the expenses of such rental

176 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 177
22 Wn.2d 146, 154 P.2d 801

Commissioner. E. S. Alley is a salesman of the International Shoe Company, employed upon the terms and under the authority and for the purpose as hereinabove referred to for employees of International Shoe Company within the State of Washington. A copy of the same notice of assessment was also placed in the United States mails, postage fully prepaid, addressed to International Shoe Company at St. Louis, Missouri, on the 10 day of October, 1941. Thereafter, and on the 18th day of October, 1941, International Shoe Company filed with the Department of Unemployment Compensation and Placement, its special appearance, motion to quash service and objection to jurisdiction."

The principal question is whether appellant is doing an intrastate business or is engaged in interstate commerce.

Involved in this question is the determination of whether the soliciting of business amounted to "doing business" so as to render the foreign corporation amenable to service of process.

The appellant was not properly served within the meaning of Rem. Rev. Stat., § 226, which reads:
"The summons shall be served by delivering a copy thereof, as follows:
. . .
"9. If the suit be against a foreign corporation . doing business within this state, to any agent, cashier or secretary thereof; . . . "

If at the time E. S. Alley, one of the salesmen mentioned in the stipulated statement of facts, was served with process, the company was doing an interstate business, of course our courts would have no jurisdiction, because the Federal government, under the provisions of subsection 3, of § 8, Art. I of the constitution, has exclusive power "To regulate commerce with foreign nations and among the several states and with the Indian tribes."

This court is committed to the rule that corporations doing an interstate business cannot be held liable to our state laws. Lilly-Brackett Co. v. Sonnemann, 50 Wash. 487, 97 Pac. 505; Smith & Co. v. Dickinson, 81 Wash. 465, 142 Pac. 1133; Alaska Pac. Nav. Co. v. Southwark Foundry &Machine Co., 104 Wash. 346, 176 Pac. 357; Rawleigh Co. v. Harper, 173 Wash. 233, 22 P. (2d) 665; State ex rel. Paraffine

178 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

Companies v. Wright, 184 Wash 69, 49 P. (2d) 929; Brandtjen & Kluge v. Nanson, 9 Wn. (2d) 362, 115 P. (2d) 731.

The phrase "doing business within this state" has been defined on many occasions. In Smith & Co. v. Dickinson, supra, the facts were that a foreign corporation manufactured merchandise in the state of Nebraska and sold some of its products in this state. Its method of selling was that its representatives took orders here for the merchandise and forwarded those orders to the company at Omaha for approval or rejection. If the order was accepted, the goods were shipped from Omaha to the buyer in this state and sold on credit. The salesman had offices in Seattle and Spokane, at which places he retained exhibit samples belonging to the corporation and also made trips throughout the state for the purpose of selling the goods and at times paid the expenses of proposed customers from their homes to Seattle and Spokane. The agent did not have authority to complete sales, neither could he extend credit nor make collections. In addition, the record disclosed that the agent resold certain goods to other customers and at one time went so far as to sell some of his samples, the sale being closed through the office at Omaha. This court upheld the trial court's decision that the company was not doing business in the state of Washington.

The majority opinion passes the Dickinson case with the observation that it is not in point because it referred to the statute relating to the payment of a fee before an action could be instituted in the courts of this state.

We did not take that view of the case in State ex rel. Paraffine Companies v. Wright, supra.

Nor did the Federal courts so consider it in the cases of Johanson v. Alaska Treadwell Gold Mining Co., 225 Fed. 270; Zimmers v. Dodge Brothers, 21 F. (2d) 152; and Klabzuba v. Southern Pac. Co., 33 F. (2d) 359.

The rule laid down in the foregoing case was approved in the following cases: Macario v. Alaska Gastineau Mining Co., 96 Wash. 458, 165 Pac. 73; Rawleigh Co. v. Harper, supra; State ex rel. Paraffine Companies v. Wright, supra;

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 179
22 Wn.2d 146, 154 P.2d 801

Brandtgen & Kluge v. Nanson, supra; and Procter &Gamble Co. v. King County, 9 Wn. (2d) 655, 115 P. (2d) 962.

I call the attention of the students of this problem to the extensive citation of cases in 60 A. L. R., pages 1020 to 1030, inclusive. A reading of those cases brings forth the information that the principle announced in Smith & Co. v. Dickinson, supra, is approved by practically all the courts in the Union.

In another line of cases, we have considered the question of whether a corporation is doing business within a certain county. This proposition has arisen in those cases in which a corporation was sued and it contended that the court did not have jurisdiction within the provisions of Rem. Rev. Stat., § 205-1 [P. C. § 8542-1], which reads:
"An action may be brought in any county in which the defendant resides, or, if there be more than one defendant, where some one of the defendants resides at the time of the commencement of the action. For the purpose of this act, the residence of a corporation defendant shall be deemed to be in any county where the corporation transacts business or has an office for the transaction of business or transacted business at the time the cause of action arose or where any person resides upon whom process may be served upon the corporation, unless hereinafter otherwise provided."

In the following cases, this court has held that a corporation was not doing business in a county unless it transacted therein a part of its usual and ordinary business, which must be continuous in the sense that it is distinguished from merely casual or occasional transactions: State ex rel. Wells Lbr. Co. v. Superior Court, 113 Wash. 77, 193 Pac. 229; State ex rel. American Sav. Bank & Trust Co. v. Superior Court, 116 Wash. 122, 198 Pac. 744; Alto v. Hartwood Lbr. Co., 135 Wash. 368, 237 Pac. 987; State ex rel. Seattle Nat. Bank v. Joiner, 138 Wash. 212, 244 Pac. 551; State ex rel. Yakima Trust Co. v. Mills, 140 Wash. 357, 249 Pac. 8; State ex rel. Harrington v. Vincent, 144 Wash. 246, 257 Pac. 849; State ex rel. Kerr Glass Mfg. Corp. v. Superior Court, 166 Wash. 41, 6 P. (2d) 368; State ex rel. Hoffman v.

180 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

Superior Court, 168 Wash. 472, 12 P. (2d) 607; State ex rel. Paraffine Companies v. Wright, supra.

I call especial attention to the last state case cited, and shall discuss the Federal case later. In that case, the question presented was whether or not the Paraffine Companies was transacting business in Thurston county at the time its principal place of business was in King county. The facts were that the company sent salesmen throughout the state to call upon prospective purchasers and to obtain orders which were transmitted to Seattle. In case the orders were approved by the credit department, the sales were made in the home office. No authority to bind the company to sales was given to the salesmen, and all orders were subject to approval. Deliveries were made either from the Seattle warehouse or the factory in California. The products were sold to three merchants of Olympia, two of whom were retail dealers. One of them, the Washington Veneer Company, was supplying other dealers. The salesmen accompanied representatives of the veneer company to various dealers in Thurston county. The dealers were told that the products of the Paraffine Companies would be handled by the local company, which would supply the dealers. The transactions were made in accordance with those statements. It appears that the veneer company ordered goods through the salesmen and made payments approximately every thirty days. This court held that the Paraffine Companies was not transacting business in Thurston county and, in so doing, stated:
"While the veneer company is referred to as a distributor, it purchases from the Paraffine Companies at a discount, in the course of trade, and resells to its own customers at a profit. The other two concerns purchase, in ordinary course, the products that are needed to supply their immediate customers. While the Paraffine Companies' salesmen stimulate trade and solicit the use of its products, purchases are made by the Olympia dealers at the Seattle office.
"We are clear that the Paraffine Companies is not transacting business within Thurston county, as the term has been defined by this court."

Jan. 1945] INTERNATIONAL SHOE CO. v. STATE. 181
22 Wn.2d 146, 154 P.2d 801

The decision was bottomed upon the Dickinson case, from which a liberal quotation was made.

I now call attention to a third series of cases in this state, some of which are not mentioned by the majority, which are directly in point and decisive of the question presented in this case.

In Rich v. Chicago, B. & Q. R. Co., 34 Wash. 14, 74 Pac. 1008, this court held that a railway company was not doing business in this state when it had an agent here who solicited passenger and freight traffic. In that case, we held that the trial court's judgment quashing service upon the agent who solicited the business was correct.

In Arrow Lbr.& Shingle Co. v. Union Pac. R. Co., 53 Wash. 629, 102 Pac. 650, it was held that a railway company was not doing business in this state when it maintained an office in Seattle from which advertising matter of the company was distributed and freight and passenger business was solicited. It is true that the agent was paid by other companies, but it is equally true that tickets were sold which frequently were for passage over the defendant railroad company's lines.

In Royce v. Chicago & N. W. R. Co., 90 Wash. 378, 156 Pac. 16, this court approved the action of the trial court in quashing service against a railroad company. Service was made against one who was advertised as the "general agent" of the defendant. The decision was based entirely upon Arrow Lbr. & Shingle Co. v. Union Pac. R. Co., supra. In passing, the court stated:
"Considering the multitude of corporations and that, unlike individuals, they can be served through agents, all courts have shrunk from a rule which would soon swamp home tribunals with foreign brawls. Nor have we any desire, through the same rule, to expose our own incorporated merchants and carriers on like service to suits in every other state. Undoubtedly the universal opinion that solicitors for nonresident railroads and commercial houses are not agents for local service arises from these two apprehensions, and it was also foreseen to be unfair, as well as injurious to interstate commerce, to subject such principals to suits in our more than forty states, while the plaintiffs in most cases would be exposed to suit only at home."

182 INTERNATIONAL SHOE CO. v. STATE. [Jan. 1945
22 Wn.2d 146, 154 P.2d 801

In Macario v. Alaska Gastineau Mining Co., supra, this court determined that a mining company was not doing business in this state to an extent to give our courts jurisdiction over it. Its only business was to maintain an office in Seattle and an agent who was named "supply and forwarding agent" and whose duty it was to forward supplies to the company in Alaska. The agent also made hotel and transportation reservations for officers and employees of the company who passed through Seattle on their way to Alaska. That agent had authority to make contracts of purchase when any considerable quantities had to be approved by his home office.

In Alaska Pad. Nav. Co. v. Southwark Foundry & Machine Co., supra, it was held that a person was not an agent who was merely employed as a mechanical engineer of a foreign corporation for the purpose of installing a piece of machinery.