On Petition for Rehearing.
[101 Pac. 1099.]
Opinion by
Mr. Chief Justice Moore.7. It is contended by defendant’s counsel in a petition for a rehearing, that the only inconsistency between the act of 1903, relating to the manner of obtaining jurisdiction of the person of a foreign corporation (Laws 1903, p. 39), and the then existing law on that subject, lies in the specification by that act of another person as a representative of such corporation upon whom process may be served; that, such being true, an error was *20committed by this court in failing to construe the act in connection with the prior law, so as to hold that an action against a foreign corporation can be prosecuted only in the county where the cause of action arose, or in the county where the corporation maintains its principal place of business; and that, as neither of these jurisdictional prerequisites has its source nor exists in Multnomah County, the judgment theré rendered should have been reversed. The rule is universal that repeals by implication will not be upheld unless the repugnancy between a prior and a subsequent act, on the same subject, is so manifest that both enactments cannot remain in force, and that, if the later statute only modifies a prior law, the two must be construed as one act. Sandys v. Williams, 46 Or. 327 (80 Pac. 642) ; Hall v. Dunn, 52 Or. 574 (97 Pac. 811).
8. In the opinion it was intimated that the act of 1903 impliedly amended the statutes of this State so that jurisdiction of the person of the defendant, a foreign corporation, was obtained by the service of a summons upon its attorney in fact and resident general agent in Multnomah County, though the cause of action did not arise and the defendant’s principal place of business is not located therein. It is generally held that when a foreign corporation, pursuant to the requirement of an act of the legislature, appoints an attorney in fact or other representative upon whom process should be served, the statutory method thus prescribed is exclusive, and service of the summons upon any other agent is ineffectual. Beale, Foreign Corp. § 268; Murfree, Foreign Corp. § 198.
9. A state, allowing a foreign corporation to do any lawful business within its limits, may, in order to protect the rights of her own citizens, impose such reasonable conditions as may be proper, so long as the restrictions prescribed do not trench upon the Constitution of the United States or violate the laws thereof or transgress the rules of public policy which secure the jurisdiction *21and preserve the authority of each state from encroachment by all others, or invade that principle of natural justice which forbids condemnation without an opportunity to make a defense. Lafayette Ins. Co. v. French, 18 How. 404 (15 L. Ed. 451) ; St Louis v. Ferry Co., 11 Wall. 423 (20 L. Ed. 192) ; Doyle v. Continental Ins. Co., 94 U. S. 535 (24 L. Ed. 148).
10. A corporation is deemed to be a resident of that state by the laws of which it was created; but, as the artificial being may send agents into other states to transact any business that is not ultra vires, the state to which such representatives are dispatched may by proper legislation make the corporation liable to its citizens in actions and suits. A text writer, discussing this subject, says:
“It is generally held that if a corporation does business within a state, and thereby consents to be sued in the courts of that state, the consent is not confined to causes of action arising within the state, but that the corporation may there be sued upon any transitory cause of action, whether in contract or in tort, no matter where it arose.” Beale, Foreign Corp. § 280.
11. Section 55, subd. 1, B. & C. Comp., was evidently intended to apply only to domestic corporations, but, in order-to subserve justice, the enactment, in the absence of any express legislation on the subject, was necessarily held to apply to foreign corporations. Farrell v. Oregon Gold Co., 31 Or. 463 (49 Pac. 876) ; Riddle v. Order of Pendo, 49 Or. 229 (89 Pac. 640). It is very doubtful if the act of 1903 was even an implied amendment, for prior thereto, no express enactment existed in Oregon regulating the service of process upon foreign corporations. “If by statute a foreign corporation,” says an author, “is liable to suit in the county in which it does business, it can be sued in no other, though, if there is no such statute, a foreign corporation, not being a resident, may be sued in any county.” Beale, Foreign Corp. § 295.
*2212. The requirement of the act of 1903 that a statement giving the location of the principal office of a foreign corporation shall be filed with the Secretary of State was evidently designed to afford evidence that it was doing business in the state, and not definitely to fix the place where actions against such corporations should be maintained.
We believe that the interpretation heretofore given to the act under consideration does not violate the rule applicable to implied amendments.
The petition for a rehearing is therefore denied.
Affirmed : Rehearing Denied.