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the 1974 representation from Clark that Diesel Power was Clark's
distributor in Iran is without significance. This representation
is based on a letter obtained at Mrs. Khalatbari's request in
order to facilitate the processing of transactions with Iran as a
procedural matter. It was not intended to be an indication of
who actually did the work or who controlled commissions earned in
connection with Clark. Therefore, we give this document little
weight.
With respect to the remainder of the evidence concerning
Clark, the Clark distribution contracts were with Diesel Power,
and thus the requirement that there be a contractual relationship
between the wholly owned (for years prior to 1975) corporation
and the payor is satisfied. Johnson v. Commissioner, 78 T.C. at
891. The issue of control, however, is more complex. Petitioner
testified that I.J. Zand and Mr. Khalatbari did all of the work
in connection with Clark, but there is other evidence that the
Clark contracts were implemented by employees of both CTC and
Diesel Power. Diesel Power employees provided local information,
made price quotes to companies in Iran, and acted as the local
representative. CTC employees performed all the billing and
collecting tasks. However, petitioner still appears to have been
ultimately responsible for the Clark contract. He negotiated a
large forklift sale for Clark. There also was a perception by
Clark employees that Diesel Power was petitioner's company.
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