HARRISON, J. This is an appeal from a final order of the State Corporation Commission. In deciding the case the learned chairman of the commission delivered the following opinion, which fully and clearly states the facts of the case, and discusses the law applicable thereto:
"This is a proceeding instituted under section 1105 of the Code, charging the General Railway Signal Company with doing business within the state of Virginia without having complied with section 1104 of the Code, requiring every foreign corporation, before deling business in this state, to present to this commission written powers of attorney, appointing some person residing in this state its agent upon whom process against the corporation may be served, two duly authenticated copies of its charter, and a certificate from the auditor of public accounts showing the payment of the fee required by law of such foreign corporation.
"The defendant is a corporation of the state of New York, having an authorized capital of $5,000, 000. Its principal office and factory is at Rochester, N. Y., where it owns and operates a large manufacturing plant devoted to the manufacture of materials chiefly used in the construction of railway signals which it sells and constructs all over the world. It has a branch factory at Montreal, Canada, and maintains branch offices in New York City, Chicago, and San Francisco.
"By contract dated the 5th day of May, 1914. with the Southern Railway Company, the defendant agreed to furnish certain materials, supplies, machinery, devices, and equipment, as well as all necessary labor, and to install, erect, and put in place certain signals and apparatus shown on the plans and described in the specifications, from Amherst to Whittles, Va. 58 miles, and to 'complete the entire system and turn same over to the railway company as a finished job, ' subject to inspection and accept, ance, for $85,597. Similar contracts had been previously made and fully performed, one dated September 6, 1911, covering the lines of the Southern Railway m Virginia from Monroe to Montview, Va., 13 miles, for $16,015, and one dated July 18, 1913, from Orange to Seminary, Va., 76 miles, for $112,428; the aggregate distance in this state covered by these contracts being 147 miles, and the total consideration being $214,040.
"The purpose of these signals is to promote safety of railway operation, and they operate automatically.
"In order to construct these signals as required by the contract it was necessary to employ in this state labor, skilled and unskilled, to dig ditches in which conduits for the wires are placed, to construct concrete foundations, and to paint the completed structures. The completed structures are along the side of the railway track, about 2 miles apart, and are 22 or 23 feet high. In the language of the witness Moffett: 'It is necessary to erect the signal mechanism, the masts supporting the mechanism, the houses for protecting the relays, reactors, reactants, and other similar electrical devices protected from the weather, then the transformers, high-tension line arrestors, and low-tension line arrestors.' The completed structures are permanently attached to the freehold upon concrete bases.
"While counsel for the defendant insists that the main object of the transaction was to sell the materials which it manufactures in the state of New York, the contract and the letters lead
ing up to the contract plainly show (unless the less includes the greater) that the main purpose expressed was to erect, install, and complete the signal system in Virginia, and that the furnishing of the material was the necessary and preliminary incident of the contract.
[I] "The fact that the contract with the railway company was signed outside of Virginia, and also that certain signalmen and skilled employe's were brought from New York to do a part of the work, is urged as an incidental reason for the defendant's contentions. This proposition, however, cannot be maintained, because not only the contract with the railway company, but the incidental contracts made with these skilled employes, were to be performed in Virginia, and therefore the contracts are governed by the laws of Virginia. London Assurance v. Cotnpanhla de Moagens Do Barreiro, 167 U. S. 160, 17 Sup. Ct. 785, 42 L. Ed. 120; Andrews v. Fond, 38 U. S. (13 Ret.) 65, 10 L. Ed. 61; Bell v. Bruen, 42 U. S. 169, 11 L. Ed. 89; Bank of United States v. Daniel, 37 U. S. (12 Pet.) 32, 9 L. Ed. 989; Scudder v. Union National Bank, 91 U. S. 406, 23 L. Ed. 245; Graves v. Johnson. 156 Mass. 211, 30 N. E. 818, 15 L. R. A. 834, 32 Am. St. Rep. 446.
"It is claimed for the defendant that the main purpose of the transaction on the part of the defendant company was the sale of its manufactured products, and the transaction is alleged to be similar to the ordinary sale of goods by a dealer in one state to a purchaser in another state, and the transportation of the goods so sold in interstate commerce to the purchaser. The case of Robbins v. Shelby County Taxing District, 120 U. S. 489, 7 Sup. Ct. 592, 30 L. Ed. 694, and similar cases, are relied upon to sustain that claim.
"Of course, we have no intention of questioning the authority of that case or of the cases following it, of which it is the prototype. The case at bar, however, cannot be brought within the rule there established. The facts of this case show that the object of the Southern Railway Company, the purchaser, was to secure the erection of permanent structures upon its right of way, and not the purchase of goods to be transported in interstate commerce. In this transaction the interstate commerce ended when the materials shipped from the factory in New-York were delivered, not to the Southern Railway, but to the defendant in Virginia. They then became a part of the property located in Virginia still owned by the defendant, liable to state taxation, and no longer protected by the commerce clause of the Constitution.
"It is well established that if such materials had been brought into this state for the purpose of storage that they would be liable to state taxes, and surely it follows that if, after the transportation was, ended, its owner changed their form from personal property into real estate by building them into permanent structures, such a disposition of its property in this state is not interstate commerce. Coal sent by the owners in Pennsylvania to their agents in New Orleans, to be there sold for their account upon its arrival becomes part of the general mass of property in Louisiana, and is subject to taxation in common with all other property, and in precisely the same manner. Brown v. Houston, 114 U. S. 622, 5 Sup. Ct. 1091, 29 L. Ed. 257. A license tax imposed upon meat packing houses for selling meat brought into the state in interstate commerce is not a burden upon interstate commerce. Armour Packing Co. v. Lacy, Treasurer, 200 U. S. 226, 26 Sup. Ct. 232, 50 L. Ed. 451. The same principle is announced in Kehre'r v. Stewart, 197 U. S. 60, 25 Sup. Ct. 403, 49 L. Ed. 666.
"The American Steel & Wire Co. v. Speed, 192 U. S. 500, 24 Sup. Ct. 365, 48 L. Ed. 538, is most instructive. The American Steel & Wire Company selected the city of Memphis as a distributing point for its products, securing a local transfer company to take charge of its productswhen shipped to that point, assort them, store them in the transfer company's warehouses, and to make delivery therefrom in the original packages to its customers, 90 per cent. thereof outside of Tennessee, either as expressly directed by it, or under general directions in favor of its recognized and approved customers, whose names were furnished to the transfer company. It was there held that when the goods reached the warehouses they had reached their destination, and were liable to local taxation.
"In this case the warehouses were rented by the transfer company, and the goods were delivered in the original packages; 90 per cent. of them ultimately went to jobbers who resided beyond the limits of the state of Tennessee, and the remaining 10 per cent. were delivered to Memphis jobbers, all, however, in fulfillment of contracts previously made at Chicago. As we understand the principle definitely fixed by this case, the goods having come into the state of Tennessee as the property of the foreign merchant and at rest there, and the interstate journey having terminated, the goods became liable to taxation in that state, and the delivery of the goods after they thus reached their destination constituted doing business in the state in which such deliveries were made.
"In this case the court notes the distinction between imports in the legal sense, that is, goods brought into the state from abroad, which may be there freely sold in...
