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agreement), dated January 1, 1987, and executed on September 1,
1987, was signed by Maekawa as president of NSA and by petitioner
on behalf of Camaro.
Under the NSA/Camaro agreement, Camaro agreed to “use its
best efforts and skills to sell, promote and generally create a
demand for * * * [Shinwas] to * * * [Chrysler]”, in exchange for
which it would receive a commission of 5 percent of the net
proceeds of sales of Shinwas by NSA to Chrysler.
Despite the NSA/Camaro agreement, NSA did not deal with
Camaro and considered TCM to be its sales representative. Camaro
did not negotiate, price, or set terms relating to the Shinwa
transaction and had no role in delivering the Shinwas to
Chrysler. NSA bought and took title to the radio/cassette
players from Shinwa because Camaro could not take title to or
provide financing for $30 million worth of Shinwa cassette
mechanisms.
NSA began shipping large quantities of Shinwas to Chrysler
in June 1987. On June 30, 1987, at petitioner’s request, Hideo
Wakashita (Wakashita), a mid-level manager of NSA, sent an
internal NSA memo requesting that future commissions on the sale
of Shinwas to Chrysler/Acustar be paid to Camaro and sent to
petitioner at TCM in Huntsville.
Choy, on behalf of Camaro, and petitioner, as CEO/president
of TCM, signed an agreement (the Camaro/TCM agreement) on August
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