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parks in the United States. C&L wanted a ruling that only
20 percent of the royalties paid to Manver would be subject to
tax. C&L received the favorable ruling on Manver on January 13,
1987.
On December 12, 1986, C&L received documents from Medieval
Times for the first time. The documents represented, among other
things, that the Medieval Times organization was a franchise.
Onate sent copies of six documents to Forsyth, only one of which
was signed.
The first document, dated January 20, 1983, purported to
create a joint venture between Eurotor and TM. Although it
discussed payments to be received from MTNV, MTNV was not a party
to the agreement. The stated purpose of the agreement was to
join TM and Eurotor together with the object of providing to
MTNV:
the right to use the FORMULA created to put in motion
and exploit the DINNER-SHOW and TOURNAMENT, THAT IS
DEVELOPED IN A MEDIEVAL ATMOSPHERE, for such end, the
necessary information will be ceded to MEDIEVAL [MTNV]
for the organization, ambientation and launching,
through an operations manual in which all will be duly
detailed, likewise the orientations and consultations
that might proceed the construction of the castle where
the FORMULA will be promoted, administered and managed.
The document initially established the same fee arrangement
as in the January 24, 1983, contract that Allen drafted,
2 percent of the total estimated cost of the facility during the
creation and development stages (for a total of 4 percent) and
50 cents per client when the castle is operational. The document
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