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guaranteed them individually and as petitioner's president. SCP
gave the Canelos group the right to use the Dole trademark in
connection with the distribution and sale of the products. In
addition, the Canelos brothers gave SCP a nontransferable,
nonexclusive license to use their ABC trademark8 in connection
with the distribution and sale of products for the duration of
the contract.9
Petitioner agreed to arrange for consignment to SCP, for
sale pursuant to the SCP contract, a minimum of 25 percent of the
total aggregate production by the Canelos growers. Petitioner
also agreed to be responsible for invoicing all sales arranged
for or by SCP. Under the SCP contract, petitioner did not share
in the net profits or losses of the joint venture, and its only
compensation was its commission.
SCP separately paid for and provided additional marketing
support to petitioner, including the following additional
services to petitioner: Employing one or two SCP salesmen to
work at petitioner's offices and help sell petitioner's produce;
8Although Mr. Canelos' father established and registered the
ABC label in Culiacan, Mexico, petitioner registered the ABC
label in the United States under petitioner's name when the
Canelos group began dealing with Dole.
9The SCP contract allowed petitioner to use the Dole label
and Dole to use the ABC label without specific charge. The
benefit of usage of those labels was included in the commission
rates charged.
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