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31, 1987. The Camaro/TCM agreement provided that TCM would
receive 10 to 30 percent of the commissions earned by Camaro on
the sales of Shinwas to Chrysler.
Jerry Scott Taylor (Taylor) was a sales representative for
TCM from 1984 to 1989. Taylor was a member of TCM’s board of
directors from late in 1987 to 1989. The board began meeting
around 1987. Taylor attended board meetings.
Taylor began working on the Chrysler/Acustar account late in
1984 or early in 1985. He performed the day-to-day business
activities relating to Chrysler’s purchase of the Shinwa cassette
mechanisms. Taylor used TCM's name and letterhead, not Camaro's,
in dealing with NSA. Taylor first heard of Camaro in 1988, and
first learned of the 1987 Camaro/TCM agreement in 1992.
On January 27, 1988, Camaro issued to Taylor a $5,000 check
drawn on its U.S. dollar-denominated savings account. No company
name appeared on the $5,000 check. Taylor believed this payment
was an advance from petitioner of a bonus for his work for TCM.
3. Termination of the NSA/Camaro Agreement
NSA terminated the NSA/Camaro agreement on March 31, 1989.
In the notice of termination, NSA stated that Camaro had let NSA
erroneously assume that Camaro was an Alabama corporation when
the agreement was executed. Because Camaro was a Hong Kong
corporation, NSA faced unexpected liability for a large amount of
withholding tax under section 881(a) (plus penalties and
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