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members, they could not influence MCP’s operations. Petitioners’
argument that they did not have a sufficient level of control
under Minnesota law to support the explicit contractual
designation of MCP as petitioners’ agent, even if relevant to our
analysis, is unsupported by any convincing proof in the record.
Finally, petitioners have failed to convince us that
Minnesota law invalidates an express contractual agency
designation when both the designated agent and the designated
principal adhere to the terms of the contract. Petitioners
voluntarily entered into multiple UMAs with MCP, which were in
effect for 1994 and 1995. Each of those UMAs clearly designated
MCP as petitioners’ agent for the marketing and sale of the corn
petitioners had acquired and delivered pursuant to the UMAs.15
There is no dispute that petitioners produced corn as required by
the UMAs, or that MCP marketed and sold petitioners’ corn and
corn products as required by the UMAs, thereby generating the
value-added payments. Given these undisputed facts, petitioners’
argument that the contractually based agency designation may be
15Petitioners also argue that, because they designated MCP
as their agent for the marketing and sale of corn but not for its
processing, no agency relationship was created. This argument
makes no sense and we reject it. Petitioners appointed MCP as
their agent to market and sell the corn they had acquired and
delivered to MCP under the UMAs. Whether MCP was operating as
petitioners’ agent in processing the corn does not control our
analysis of whether petitioners were in the business of
acquiring, marketing, and selling corn and corn products for
profit.
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