Medieval Attractions N.V - Page 145

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               B.  Royal Catering                                                     
               A. Gelabert was the 100-percent owner of RC.  RC was a                 
          5-percent owner in MANV/MDT.  RC’s 1987 management agreement with           
          MDT, which called for RC to receive 5 percent of MDT's gross                
          profits, was the vehicle through which A. Gelabert was to receive           
          his 5-percent ownership interest in MDT.                                    
               It is undisputed that A. Gelabert provided valuable services           
          to the Medieval Times operation.  Petitioners state on brief that           
          A. Gelabert “was compensated primarily through the management               
          fees paid to Royal Catering, which he owned.”  Pursuant to the              
          RC/MDT management agreement, MDT was to reimburse RC for amounts            
          RC paid as wages to RC employees, specifically A. Gelabert.  The            
          management agreement provided for RC to receive fees under the              
          contract for “services” and also to receive amounts as                      
          reimbursement for wages paid.  Therefore, the nonreimbursed                 
          amounts were not wages.  Petitioners have failed to substantiate            
          which, if any, amounts paid to RC were reimbursable wages.  We              
          conclude that the services that A. Gelabert provided to MDT,                
          through the RC/MDT management agreement, were to protect or                 
          enhance A. Gelabert’s investment in MDT.  See Olton Feed Yard,              
          Inc. v. United States, 592 F.2d 272 (5th Cir. 1979).                        
               RC had been used as a vehicle by petitioners on several                
          previous occasions.  MTNV loaned to RC $100,000 and then paid the           
          interest on the loan.  RC was used to obtain visas for                      
          A. Gelabert and Sans.  RC did not have its own books and records;           




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