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utes of Colorado are to be interpreted to mean, as they clearly read, to prohibit every foreign corporation from exercising any corporate power whatever, or doing any business whatever, in the state, unless they pay the fees and the annual license tax which this legislation requires as a condition thereof, they are unconsti tutional and void, so far as they apply to interstate commerce conducted by foreign corporations, or suits for and against then in the national courts."

All that was held in the Herman Bros. Co. Case is that the provision of the Colorado statute above referred to does not apply to foreign corporations engaged solely in interstate commerce, citing International Trust Co. v. Leschen, 41 Colo. 299, 92 Pac. 727, where the question involved was the right of the state to require the payment of the fees provided by said chapter 52, Laws Colo. 1901, as a condition for doing business or resorting to the courts of such state. The case of Rex Buggy Co. v. Dinneen, decided by this court and cited in the Lindgren Case, was one in claim and delivery to recover goods virtually stolen from plaintiff in the state of Iowa, brought into this state and sold to defendant. While plaintiff had not filed its articles at time of action brought, it had fully complied with the law before answer. Remembering that failure to file articles of incorporation is raised by a plea in abatement, and in no manner affects the merits, we believe there were, in the Buggy Co. Case, good grounds for affirming the trial court, without basing such affirmance upon any question of inter

state commerce.

From what we have said above, it is clear that the holding in the Lindgren Case receives no support from the authorities cited therein, and we have been unable to find one single authority supporting its holding.

What is meant when it is said that "every corporation, empowered to engage in interstate commerce by the state in which it is created, may carry on interstate commerce in every state in the Union, free of every prohibition and condition imposed by the latter" (Shoe Co. Case, supra)? Viewing this statement in the light of the decisions of the courts, state and national, there should

be added thereto, "except reasonable police regulations." Railroads are certainly engaged in interstate commerce, their business being of the very essence of such commerce, to-wit, the transferring of the subject of such commerce from one state to another; and yet how frequently courts have sustained state regulations affecting directly such business of transportation. As was said by the Supreme Court of Illinois, in the case of People v. Chicago, etc., R. Co., 223 Ill. 581, 79 N. E. 141, 7 Am. & Eng. Ann. Cas. I: "A state, under its inherent and reserved police power, may enact any law promotive of the peace and good order of society, for the preservation of life and health, or conducive to the comfort, convenience, and welfare of the people. It is no valid objection that such law operates on the subjects and means of interstate commerce and persons engaged therein, unless, in this effect, it lays some burdens or restrictions thereon which otherwise would not exist. Thus states may exclude animals having contagious diseases. Reid v. Colorado, 187 U. S. [137, 23 Sup. Ct. 92, 47 L. Ed. 108]. They may prohibit the consolidation of competing or parallel lines of railroad. Louisville, etc., R. Co. v. Kentucky, 161 U. S. 677, 16 Sup. Ct. 714 [40 L. Ed. 849]. They may compel the erection and maintenance of fences and cattle. guards. Minneapolis, etc., R. Co. v. Emmons, 149 U. S. 364, 13 Sup. Ct. 870 [37 L. Ed. 769]. They may compel engineers operating freight and passenger engines to have their eyes examined. Smith v. Alabama, 124 U. S. 465, 8 Sup. Ct. 564 [31 L. Ed. 508]. They may provide for the separation of white and colored races on trains (Louisville, etc., R. C. v. Mississippi, 133 U. S. 587, 10 Sup. Ct. 348 [33 L. Ed. 784], and prohibit the running of freight trains on Sunday (Hennington v. Georgia, 163 U. S. 299, 16 Sup. Ct. 1086 [41 L. Ed. 166]). In all these cases, and many others of like character, the state laws in question operated either on subjects or means of or the persons engaged in interstate commerce, and they were sustained on the ground that they were properly within the reserved powers of the state, and did not, in their effect and intention, operate, except incidentally, as a restriction or burden on commerce between the states. These cases, and others in line with them, recognize the right of the state to adopt such

laws as, in the wisdom of the Legislature, will subserve the best. interests of the people, and enforce them against all persons and corporations that come within the territorial jurisdiction, subject to the limitation that no restrictions or burdens shall be laid on interstate commerce. It follows that all the powers which inhere in the people of a state, and which have not been expressly granted to the United States, and not prohibited to the states, still reside with the people with respect to common carriers of interstate commence, as well as to persons and companies engaged in other lines of business."

In the case of Commonwealth v. Chesapeake & O. Ry. Co., 101 Ky. 159, 40 S. W. 250, we have one wherein was presented a question very analogous to the one before us. The court was called on to construe a statute requiring every railroad operating in the state under a contract or lease "to have the same recorded in the office of the Secretary of State and in the county clerk's office of every county in which the road or any part thereof lies. * * * " The court said: "Counsel, erroneously, as we think, argue section 791 is in violation of the Constitution of the United States, because interfering with interstate commerce; for adoption of it by the General Assembly is plainly a proper and legitimate exercise of police power, belonging to each individual state, and necessary for the general welfare of the citizens thereof. The manifest purpose of the statute is to ascertain and identify the company having legal possession and control of each particular line of railroad within the state, in order, first, that taxes and public dues may be more readily and certainly collected, and obedience to law more effectually enforced; second, that persons having business intercourse with common carriers may know with whom to deal, or, if wronged or injured, may know against whom to seek remedy. In what way enforcement of such statute can possibly interfere with the power of Congress to regulate commerce between the states we are unable to conceive."

We must bear in mind at all times that the statute before us is the enactment of the legislative body of a sovereign state, a state whose only limitation of legislative power is to be found in

its own Constitution, or that of the national government; there is every presumption supporting the validity of its laws. The greatest power of all those reserved by the people for their state government is comprised within the term "police power." We quote again the definition of that great jurist, Justice Shaw, who defined it as: "The power vested in the Legislature by the Constitution to make, ordain, and establish all manner of wholesome and reasonable laws, statutes, and ordinances, either with penalties or without, not repugnant to the Constitution, as, they shall judge to be for the good and welfare of the commonwealth and of the subjects of the same." The federal power over interstate commerce is subject to the police power of the state when properly exercised. Who would question but what our statutes aimed at the prevention of frauds, our recording laws, our anti-monopoly statute, and numerous others that might be mentioned, are valid, even when applied to transactions involving interstate commerce? And all such statutes directly place restrictions upon the creation of contracts.

Does the statute before us go so far as to in any manner restrain or impose conditions upon interstate commerce, or contracts pertaining to such commerce? We are unable to see wherein it does. So far as this statute is concerned, corporations, as well as every one else, are left absolutely free to act and contract as they may see fit; but, if they desire at any time to call upon the state to enforce their contracts, or otherwise protect them in what they believe to be their rights, then, to the end that our citizens may be able to be on an equal footing with them, they must place themselves subject to the jurisdiction of all of our courts. Is this not a most reasonable exercise of the police power? If such a statute is not valid in a case such as this, then certainly a statute, such as we have, requiring the filing of a certificate of the names of the copartners in case the partnership name is fictitious, would be invalid as against a contract pertaining to interstate commerce, and this even if such copartnership was a domestic one. Very analogous to the statute before us are those requiring undertakings. to be given by non-resident plaintiffs. Are these statutes of force

when an attempt is made to apply them in a case involving an interstate commerce transaction? Certainly they are, and yet they as certainly and directly tend to affect and control interstate commerce as does the statute under consideration.

We can add nothing to the strength of the reasoning found in the words of Justice Fuller in the Farrar Case, or those of the highest court of Kansas, as quoted in the Farrar Case.. Since the decision in the Farrar Case, the Supreme Court of Kansas has again, in Osborne & Co. v. Shilling et al., 74 Kan. 675, 88 Pac. 258, sustained the validity of their statute.

When the courts, state and federal, are a unit in upholding statutes which directly and in almost every conceivable method. regulate and control the operation of railroads, the chief instrumentalities for carrying on of interstate commerce; when no court would question the validity, when applied to cases involving interstate commerce, of those numerous statutes designed to protect our people against fraud and oppression, of the other statutes providing the conditions under which (cases involving interstate. commerce, as well as in all others) persons, natural and artificial, may gain access to our courts to litigate their rights-can there be the slightest question as to the validity of the statute before us, even when applied to the facts in this case, a statute which, it seems to us, can in no manner affect interstate commerce, and which certainly cannot possibly affect it, except incidentally, and never directly? We think not. The Supreme Court of the United States, in Fritts v. Palmer, 132 U. S. 282, 10 Sup. Ct. 93, 33 L. Ed. 317, said: "There can be no doubt as to the validity of these constitutional and statutory provisions, so far, at least, as they do not directly affect foreign and interstate commerce." Certainly, when there is presented to us for construction a statute so necessary for the protection of our people, we should resolve all doubts, if any there be, as to the validity of the statute in a given case, in favor of our people, at least until such time as the highest court in our land shall decree otherwise.

The judgment of the trial court is affirmed.

McCOY, J., concurs in the result only.

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