- 32 -
The Van Dyke contract did not involve border-crossing activities
because Van Dyke was located in the United States.
Fresh Choice
Fresh Choice Produce, Inc. (Fresh Choice), a California
corporation, was a distributor of green onions. In February
1992, Fresh Choice entered into a commission merchant agreement
(agreement) with Manuel Valladolid Seamanduras, on his own behalf
and as representative of Agro Industrias Vigor S.R.L. de C.V.
(Agro), a Mexican corporation, and Vessey & Co. (Vessey), a
California corporation, in which each party agreed to share in
the profits from the sale of green onions14 grown by Agro in
Mexico and marketed by Fresh Choice internationally (joint
venture). Fresh Choice's and Vassey's principal places of
business were in the State of California.
Fresh Choice received a 25-percent share of the profits of
the joint venture, Agro received a 50-percent share, and Vessey
received a 25-percent share. Profits were calculated net of
expenses paid by Fresh Choice on behalf of the joint venture and
of Fresh Choice's commission, which was computed as follows:
14Although the agreement on its face is limited to green
onions grown by Agros and sold by Fresh Choice, it appears that
the sale of brussels sprouts and snow peas also was included in
the joint venture.
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