Domer L. Ishler - Page 10

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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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