(dissenting) — It is my opinion that the appellant is correct in its contention that the court should decline jurisdiction because the action was brought in an inconvenient forum.
This court has recognized and applied the doctrine that, ordinarily, courts will not intervene in controversies relating only to the internal management of the affairs of a foreign corporation, and such controversies must be settled by courts of the state creating the corporation.
Although it is stated in at least one Washington case (Fuller v. Ostruske, 48 Wn.2d 802, 296 P. 2d 996) that the courts of one state have no jurisdiction to exercise visitorial powers over foreign corporations, this is true only to the extent that the judgment of the court cannot be enforced within the state. If the court has jurisdiction over the necessary parties and the subject matter of the action, it can, of course, decide the case; but the question is whether it should do so. And, in fact, it was held in the later case of Dudley v. Jack Waite Mining Co., 49 Wn.2d 867, 307 P.2d 281, that the assumption of jurisdiction is discretionary with the court. In that case, an Arizona corporation had its only office in Seattle and all of its officers resided there, and this court decided that it was proper to assume jurisdiction.
The corporation in this case was organized under the laws of Alaska and its bylaws, as amended to 1963, state that its principal place of business is Fairbanks, Alaska. It is true that it is licensed to do business here, and has its principal place of business in this state at Seattle. The record is not very conclusive about the place where the directors’ meetings are held; and it appears that they are held in different places — sometimes in Seattle, sometimes in New York, and sometimes in Alaska. There was evidence that the recent annual stockholders’ meetings have been held in Seattle, but there is no indication that the majority of shareholders reside in Seattle. The relator Starkey resides in Maryland; I have been unable to discover the residence of the relator Robinson.
*335It appears that some of the directors reside in Alaska, some in Seattle, and some in New York, and the principal residence of the president appears to be in Washington, D. C.
As far as convenience of the parties is concerned, then, there is no compelling reason why this suit should have been brought in Washington. And I believe that, insofar as the propriety of the decision is concerned, there is every reason why we should refuse jurisdiction.
It is important to bear in mind that this court is not determining the rights of any individual in this case. The terms of office of the directors elected pursuant to the direction of the trial court have expired, and the court cannot order any of them seated. What it is giving is a declaratory judgment, a judgment advising that shareholders of Alaska Airlines, Inc., may vote their shares cumulatively.
Assuming, without inquiring into the merits of the question, that this is a proper case for a declaratory judgment, I am firmly convinced that this is not the proper court to give it. In the case of Meade v. Pacific Gamble Robinson Co., 21 Wn.2d 866, 153 P.2d 686, which the majority cite and attempt to distinguish, this court laid down a rule of law which is clearly applicable here. After citing the doctrine that controversies relating only to the internal management of the affairs of a corporation must be settled by courts of the state creating the corporation, this court said:
Where, as in the case at bar, the controversy necessitates interpretation of a statute of the state creating the corporation, the general rule against interference with the internal affairs of a foreign corporation is strictly applied.
The United States Supreme Court, in discussing the factors which influence a court in deciding whether it should exercise jurisdiction over a case of this kind, in Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 91 L. Ed. 1055, 67 Sup. Ct. 839, said:
There is a local interest in having localized controversies decided at home. There is an appropriateness, too, in having the trial of a diversity case in a forum that is at home with the state law that must govern the case, rather *336than having a court in some other forum untangle problems in conflict of laws, and in law foreign to itself.
The validity of these propositions should be evident here. This is not a localized controversy. It is a diversity case. It is concerned solely with the construction of statutes and constitutions; and although the majority state that they are not deciding the case on any statute, the opinion refutes this. Rejecting the opportunity to declare the Alaska statute unconstitutional, the majority state:
However, it is a basic rule of statutory construction that a statute should be construed so as to be constitutional, if reasonably possible.
We hold that the 1964 amendment to the Alaska Laws, § 10.05.162 (Laws of Alaska, 1957, chapter 126, § 31) was intended to apply only as provided in § 151, ....
The decision of this court will not be binding on the courts of Alaska or of New York. 20 Am. Jur. 2d § 204 at 538; 21 C.J.S. § 204 at 358. On the other hand, a decision of the Alaska court construing its own statutes would be followed by other states pursuant to conflict-of-laws principles. 20 Am. Jur. 2d § 206 at 539. True, the courts of this state can enforce cumulative voting if the shareholders’ meetings are held here, but whether this procedure can be enforced if the meetings are held in Alaska or New York depends entirely on the discretion of the courts of those states.
If the answers to the legal questions presented in this case were clear and not reasonably debatable, I would see less objection to the court’s entertaining jurisdiction of it. But I do not conceive them to be free of debate by any means, and I do not think it at all unlikely that the Supreme Court of Alaska would place a different interpretation on the acts of Congress and of the legislature of Alaska than that placed upon them by the majority; of this court. And the Alaska court, having greater familiarity with Alaska law, is in a better position than this court to decide what the statutes of that state mean.
This has not been an easy case for the court to decide. *337The length of time it has been in its “bosom” attests to that. The court is hard pressed to decide all of the living controversies that come before it. Consequently, I would not render a declaratory judgment of such doubtful prece-dential value as this, but would leave the parties to seek a determination of their rights in the court best situated and qualified to resolve the dispute; the court whose decision, being a decision as to the meaning of its own laws, would presumably be respected and enforced by the courts of. other jurisdictions when and if aspects of the same controversy come before them.
I would affirm the trial court on this ground.
Hill, Hunter, and Hale, JJ., concur with Rosellini, C. J.
July 11, 1966. Petition for rehearing denied.