filed the following concurring opinion.
The question presented on this appeal is whether or not Manitowoc, a manufacturer, is amenable to suit in Maryland *568on a contract for the sale of a crane manufactured by Manitowoc in Wisconsin and sold to Linder, a purchaser in Maryland. (I abbreviate the names of the parties as they are abbreviated in both the majority opinion and dissenting opinion.)
Manitowoc’s amenability to suit here is sought to be sustained under Code (1957), Art. 23, § 92(a) or § 92(d), or both. The former in broad terms authorizes a suit in this State by a resident or by a person having a usual place of business in this State against a foreign corporation doing business here. I agree, as do the dissenting Judges, with the majority opinion insofar as it holds that Manitowoc was not doing business in Maryland and hence is not amenable to suit here under § 92(a).
§ 92(d) also authorizes suits in this State by a resident or other person having a usual place of business in this State against a foreign corporation “on any cause of action arising out of a contract made within this State * * * whether or not such foreign corporation is doing or has done business within this State.” In order to meet constitutional requirements of due process under § 92(d) there must be, in addition to the making of the contract here, at least such minimum contacts of the foreign corporation with this State as not to offend traditional notions of fair play and substantial justice in order to subject it to liability in personam here. International Shoe Co. v. Washington, 326 U. S. 310; Compania De Astral v. Boston Metals Co., 205 Md. 237, 107 A. 2d 357, 108 A. 2d 372.
As to whether the contract was made in Maryland or in Wisconsin, I agree with the views expressed by Judge Hammond in his dissenting opinion, which is concurred in by Judge Mar-bury, that the contract was made in Maryland. I think, as they do, that Manitowoc itself took over the negotiations with Linder, and that, without regard to any limitations which it might otherwise have been entitled to insist upon under its agreement with Chesapeake, it made a counterproposal to Linder in Baltimore (submitted through Chesapeake as its agent for this purpose) , which Linder accepted in Baltimore.
I find myself unable to agree, however, with the view stated in the dissenting opinion that Manitowoc’s contacts with Mary*569land were sufficient to meet the minimum requirements of the constitutional test above stated. Therefore, I concur in the result reached by the majority.
Hammond, J., filed the following dissenting opinion, in which Marrury, J., concurred.
In my view the Court is clearly correct in holding, under our prior decisions, that Manitowoc was not doing business in Maryland, but it is equally clear to me that the contract which led to the effort by Chesapeake and Linder to make Manitowoc subject to the jurisdiction of a Maryland court was made in Maryland, and that Manitowoc’s contacts within the State with Maryland individuals and corporations were such as to> make maintenance of suit against it here compatible with traditional notions of fair play and substantial justice, to use the measure established by International Shoe Company v. Washington, 326 U. S. 310.
Code (1957), Art. 23, Sec. 92 (d) (enacted in 1937 as Ch. 504, Sec. 118 (d) of the Laws of 1937), provides that every foreign corporation shall be subject to suit in this State by a resident of this State “on any cause of action arising out of a contract made within this State * * * whether or not such foreign corporation is doing or has done business in this State.” In Compania De Astral v. Boston Metals Company, 205 Md. 237, we held (a) that the statute was constitutional, (b) that the contract there involved was made in Maryland, and (c) that although the foreign corporation was not doing business in Maryland it had had sufficient contacts with this State to justify the exercise of judicial jurisdiction over it. The Court said in Astral at page 252 of 205 Md.:
“* * * the final act necessary to the completion of the contract — that is, to make it a binding obligation ■ — ■ was done in Maryland, and Maryland is consequently the place where the contract was made. Sun Insurance Co. v. Mallick, 160 Md. 71, 153 A. 35; Union Trust Co. v. Knabe, 122 Md. 584, 89 A. 1106; 1 Williston on Contracts (Rev. Ed.), Section 97.”
The distributorship agreement between Manitowoc and Chesapeake in force in 1957, when the contract here involved *570was made, provided that Chesapeake “shall have no authority to bind nor obligate” Manitowoc “in any manner whatsoever.” The purpose of this limitation is then made plain by the immediately ensuing language:
“All orders taken or received by said Party of the Second Part shall immediately be forwarded to said Party of the First Part for acceptance or rejection, together with a report on the financial condition of the party who gave said order. Party of the First Part expressly reserves the right to and shall either accept or reject such order and advise the said Party of the Second Part thereof.” 1
The sequence of events and the series of writings between Chesapeake and Manitowoc show that the latter waived or chose not to exercise its right, on which it relies heavily, if not completely, to have the contract a Wisconsin contract, and made an offer in Maryland to Finder which Finder accepted in Maryland. Manitowoc deliberately set the stage for Finder to perform in Maryland the final act which effected a binding obligation between it and Manitowoc.
Early in January 1957 Chesapeake aroused Finder’s interest in a Manitowoc crane. Finder’s president testified he liked Manitowoc products and “was sold almost before they showed me the literature, * * * and we made a trip to Boston prior to January 28, 1957, where they showed me Manitowoc truck cranes that were being used by others.”
On January 21, 1957, Chesapeake offered Finder its proposal No. 270 for a 40 ton Manitowoc Mobile Crane with its usual equipment and some modifications from the usual, desired by Finder. On January 28, Chesapeake sent Manitowoc its written purchase order No. 7550 for 1 Model 2800 — 40 ton Manitowoc Crane, specifying the various parts and equipment and *571the motive power. Telephone talks between Chesapeake and Manitowoc followed, and details and changes in specifications were arranged in these talks and by telegrams. On February 18, Chesapeake again wrote Manitowoc as follows:
“Attached herewith is copy of letter to Mr. R. E. Linder of the R. E. Linder Steel Erection Company regarding shipment of his machine covered by our Purchase Order No. 7550.
“It is imperative that you expedite this order so as to meet the promised shipping dates.” (Emphasis supplied)
The letter of February 18 to Mr. Linder, referred to, included the following:
“As per your request of today, we have this date instructed the Manitowoc Engineering Corporation to ship via rail the Model 2800 Truck Crane with the standard 40 ft. of boom and 30 ft. of jib instead of the 120 ft. of boom as originally ordered. The additional 80 ft. of boom is to be shipped as soon as possible.
“From our phone conversation with the factory today, it is our understanding that the machine along with the 40 ft. of boom and 30 ft. of jib will be ready for shipment approximately March 1st. The additional 80 ft. of boom will be ready for shipment sometime the week of March 11th.”
The sales manager of Chesapeake testified that Manitowoc had informed Chesapeake that Manitowoc would sell the desired crane to Linder if 10 % of the purchase price accompanied the order and the balance were paid by acceptance of sight draft upon delivery of the machine. On February 25, 1957, Chesapeake wrote Manitowoc as follows:
“As per our recent telephone conversation attached herewith is check in the amount of $6,446.50 covering the downpayment on our Purchase Order No. 7550 and additions to this order as contained in our two telegrams of February 18th.
*572“Please arrange to have this machine shipped via fastest practical rail freight to the R. E. Hinder Steel Erection Company, 231 E. North Avenue, Baltimore, Maryland.
“As to the balance, Sight Draft will be satisfactory with Mr. Linder. His bank is the National Central Bank, Baltimore & Holliday Streets, Baltimore, Maryland, Attention: Mr. Ghingher.
“Both Mr. R. E. Linder and the writer will arrive in Manitowoc on March 5th to discuss his machine and if there are any questions, they can be straightened out at that time.”
The testimony was that all letters to Manitowoc and the copy of the letter from Chesapeake to Linder were received in the ordinary course of business by Manitowoc.
On March 5, Mr. Linder and the sales manager went to Manitowoc, Wisconsin. The machine was then substantially complete, needing only a final coat of paint and a few feet of boom. The machine was put through tests and Mr. Linder’s operating engineer familiarized himself with its workings. Mr. Linder’s recollection of the trip to Manitowoc was that he was pressing for early delivery and he took his engineer out to Wisconsin “so he could become familiar with the machine and the factory people.”
After he had been served lunch, Mr. Linder had a talk with the treasurer of Manitowoc and reiterated that the National Central Bank of Baltimore would pay a sight draft for the balance of the purchase price.
Mr. Linder testified, in summarizing the sequence of events (and there was no contravention of his testimony), that prior to February 25, 1957, he had “considerable negotiations” concerning details of the transaction with the sales manager of Chesapeake. He then said: “After we finally ironed out all the details, and we had this crane just the way I wanted, they finally arrived at a final quotation, which is dated February 25, 1957, and I accepted that the same day, and I gave them the balance of the down payment which he requested.”
The proposal which Linder accepted in writing in Maryland *573was for a Model 2800 Truck Crane with full specifications as to equipment and motive power at a price of $66,265.00, less 2% cash discount, or a net amount of $64,465.00, with a 10% down payment and payment of the balance by sight draft. The check which Chesapeake mailed in Maryland to Manitowoc on the same day, February 25, 1957, in its letter from which we have quoted, with money given it in Maryland by Linder, was for $6,446.50, the 10% down payment. When the machine was delivered, the bank paid the sight draft.
It is apparent to me that in this transaction Manitowoc decided to make and did make Chesapeake its agent to submit to Linder a proposal to sell it a mobile crane at a specified price, provided 10% of the purchase price was paid upon acceptance of the proposal and the balance by sight draft on shipment of the machine. It seems equally clear that Linder accepted Manitowoc’s proposal in Maryland by signing the proposal submitted by Chesapeake as Manitowoc’s agent under express prior authorization and by giving to Chesapeake the money requested as the down payment to be transmitted to Manitowoc. Manitowoc never gave written or formal acceptance of any kind to the order, except that on the face of its own invoice, dated March 8, 1957, Manitowoc declares that the crane was “sold to R. E. Linder Steel Erection Co.” and that the crane was “shipped to R. E. Linder Steel Erec. Co.”
When Linder accepted Manitowoc’s proposal and gave the money to Chesapeake to be sent to Manitowoc, and agreed to comply with the proposal as to the sight draft on delivery, a binding contract arose. Manitowoc had told Chesapeake to inform Linder in Maryland of its willingness to sell Linder a specified machine at a specified price on specified terms. After Linder’s acceptance can it be doubted that if Manitowoc had thereafter refused to deliver the crane that Linder could have successfully sued it for breach of contract ?
It is of no moment that Manitowoc could have qualified its proposal by saying that the negotiations would not become a contract until it so agreed in Wisconsin, in writing, or otherwise, because it did not do so. What happened was in substance and effect, as I see it, the same as if Manitowoc had sent its vice president to Maryland to make to Linder the ex*574act proposal which Chesapeake made and Kinder accepted. The final act necessary to make a binding obligation having been performed in Maryland, the contract was a Maryland contract. Componia De Astral v. Boston Metals Company, supra.
Assuming that more is necessary than the making of the contract in Maryland, there can be little real doubt, I think, that Manitowoc had sufficient contacts with Maryland citizens and corporations in connection with the transaction involved to make it appropriate and constitutional for the statutes making a foreign corporation liable to suit here to operate.
In addition to having a soliciting agent in Maryland, Manitowoc had a regional sales representative who came to Maryland from time to time to assist in making sales. When the crane here involved arrived in Baltimore, Manitowoc sent its factory representative to supervise the unloading and assembly of the crane which took several days, and to further train the employee of Linder who was to operate the crane, which took another day or two. When the crane collapsed, Manitowoc sent its factory representative, together with a representative of the company which made the undercarriage on which the crane was mounted, to assist in righting the wrong. The Manitowoc factory representative supervised and worked on the repairs, spending some fifty-nine hours in Baltimore.
The purpose of the statute giving jurisdiction to Maryland over foreign corporations making a Maryland contract would seem to be thwarted unless the courts exercise jurisdiction over such a corporation when it chooses to make such a contract in Maryland, and when the nature and the details of the controversy make it fair, equitable and appropriate that differences involved be settled by a local court. All of the facts which would cause a court to exercise a constitutional power to judge the foreign corporation and its adversaries seem to be present here. I would reverse on the ground that the contract between Linder and Manitowoc was a Maryland contract which led up to events properly and desirably adjudicative here.
Judge Marbury has authorized me to say that he concurs in the views herein expressed.
. A subsequent agreement, made in 1960 between Manitowoc and. Chesapeake, provided: “All orders shall be subject to acceptance by Manitowoc by the signature of an executive officer of Manitowoc at its home office at Manitowoc, Wisconsin, before such contract shall be binding on Manitowoc.”