James R. Palmer and Linda D. Palmer - Page 30




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        defer receipt of the nonemployee compensation that Olin Ordnance              
        owed to him with respect to each of those invoices.14                         
             On the present record, we further find that when Mr. Cutler              
        advised Ms. Svarzkopf on June 2, 1995, to honor Mr. Palmer’s                  
        request that Olin Ordnance not pay any of his approved monthly                
        invoices 0011, 0012, and 0013 until Mr. Palmer directed Olin                  
        Ordnance to pay each such invoice, there was an oral modification             
        (June 2, 1995 oral modification) by Mr. Palmer and Olin Ordnance              
        of the last sentence of paragraph 6 of the Marion plant/Palmer                
        consulting agreement entitled “PAYMENT OF CONSULTING FEES” to read            
        as follows:                                                                   
             Correct invoices submitted for payment to Mr. R.R.                       
             Harris for approval shall be paid within thirty (30)                     
             calendar days of the date of receipt or, at the direc-                   
             tion of Consultant [Mr. Palmer], thereafter on a date                    
             selected by Consultant.                                                  
             We also find on the record before us that, as of the time the            
        June 2, 1995 oral modification was made, Mr. Palmer had an abso-              
        lute and unconditional right to receive the amount of nonemployee             
        compensation that Olin Ordnance owed to him with respect to each              
        of his approved monthly invoices 0011 and 0012.  That is because,             
        as of that time, 30 days had expired from the respective dates                
        (March 5, 1995, and April 15, 1995) on which Olin Ordnance first              


               14We further find on the instant record that petitioners               
          have failed to establish that there was in effect on June 2,                
          1995, an oral modification of any other terms of the Marion                 
          plant/Palmer consulting agreement such as those appearing in the            
          July 1995 amendment.                                                        





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