J.J. Zand - Page 110

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          gave rise to the commissions at issue, was signed by petitioner             
          on behalf of CTC and was in fact with CTC.  The evidence shows              
          that Galion did business with CTC and dealt with Diesel Power as            
          CTC's Iranian affiliate.  There is also evidence that Galion                
          employees believed that Diesel Power, CTC, and petitioner were              
          essentially the same.  Petitioner and CTC employees controlled              
          the timing and payment of commissions from Galion by issuing                
          bills and directing payment.  On a number of occasions there were           
          payments made directly to Diesel Power without such instructions            
          from CTC.  Petitioner and CTC employees corrected this by                   
          advising Galion of the correct procedures to be used, which                 
          usually included direct payments to CTC.  When other important              
          problems arose, such as a changeover of power in an Iranian                 
          ministry, or the failure of Mr. Khalatbari to sign a contract in            
          1978, petitioner was expected to resolve them.                              
               There is evidence that Diesel Power employees performed some           
          of the legwork required to earn the commissions by obtaining                
          price quotations and arranging for sales in Iran.  However,                 
          unlike work performed for other companies, it appears that all of           
          this work was performed at petitioner's direction and control,              
          and that Diesel Power was considered to be an Iranian branch of             
          CTC for Galion sales.  Therefore, we conclude that petitioner               
          earned all of the Galion commissions that were paid or attributed           
          to Diesel Power and that petitioner should have reported them as            





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