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and one of its two directors. Mr. Odell is petitioner’s other
director and its secretary.
Petitioner’s business is the former sales business of a sole
proprietorship that Ms. Odell started in 1989. That former
business sold to the Federal Government (primarily United States
Postal Service) office supplies and equipment (collectively,
office supplies). Petitioner is the corporation that was formed
on January 3, 1995, when Ms. Odell incorporated that former
business. In connection with the incorporation, Ms. Odell’s sole
proprietorship conveyed to petitioner an ownership interest in
certain assets (mainly bank accounts and inventory). Ms. Odell
purportedly did not convey to petitioner an ownership interest in
a customer list used in the former business. The customer list
contains the names and addresses of more than 6,000 Federal
agencies in the United States. Ms. Odell also purportedly did
not convey to petitioner an ownership interest in contracts under
which the former business’s customers had agreed with Ms. Odell,
in her capacity as the former business’s sole proprietor, to
purchase certain merchandise from the sole proprietorship. Ms.
Odell ostensibly allowed petitioner to use the customer list and
to assume the income and liabilities under the contracts in
exchange for petitioner’s payment to her of royalties ascertained
on the basis of petitioner’s sales.
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Last modified: May 25, 2011