J.J. Zand - Page 258

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                                      O. Pioneer                                      
               On March 3, 1958, Pioneer Engineering (Pioneer) and CTC                
          entered into an export distributors agreement.  This agreement              
          was signed by petitioner as General Manager and proprietor of               
          CTC.  At that time, Pioneer was a division of Poor & Company,               
          Inc.  The distributors agreement between Pioneer and CTC was                
          amended with regard to matters not at issue here by an addendum             
          of June 12, 1964.  Petitioner executed this amendment on behalf             
          of CTC.  Subsequently, Pioneer merged with Poor & Company to                
          become Portec, Inc. (Portec), and Pioneer became a division of              
          Portec.  For convenience, we refer to Pioneer as the company with           
          which the relevant transactions occurred.                                   
               During the years at issue there was communication between              
          Diesel Power and CTC about Pioneer because Diesel Power helped to           
          process Pioneer orders.  Most of the correspondence was about               
          Pioneer orders and commissions.  Some messages asked for follow-            
          up on requests from Pioneer.  In April 1976, Diana Khalatbari               
          circulated a memo to several Diesel Power employees and to                  
          petitioner concerning the potential for increasing Pioneer                  
          asphalt equipment sales.                                                    
               There also were direct dealings between Pioneer and Diesel             
          Power.  Some letters were in appreciation for Diana and Farshid             
          Khalatbari's time during trips by Pioneer executives to Iran.               







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