Comtek Expositions, Inc. - Page 10

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          trade show signs and flagging; local advertising and printing               
          (including exhibitor manuals and show catalogues); relations with           
          Expocentr; exhibition custom clearance; exhibition finance; and             
          first night party for exhibitors in the Kremlin.                            
               Petitioner’s employees attended foreign trade shows and                
          solicited exhibitors to participate in future trade shows.                  
          Petitioner’s employees also provided liaison between exhibitors             
          and Crocus’s employees when exhibitors encountered problems.                
               Foreign trade show fees received by petitioner were first              
          used to reimburse petitioner and Crocus for their direct expenses           
          and any overhead allocable to foreign trade shows.                          
               Post-December 31, 1994, Foreign Trade Shows                            
               On January 1, 1995, petitioner, Crocus, and MBL                        
          International (MBL) entered into a reciprocal royalty agreement             
          (the royalty agreement) with E.C.I. Management Services, Ltd.               
          (ECI), a nonresident Irish corporation.6  In his declaration in             
          support of petitioner’s motion for summary judgment, Alexander              

               6There is no stipulation of fact or any other information in           
          the record that identifies MBL.  The royalty agreement does not             
          specify what role Crocus or MBL would play in putting on trade              
          shows or sharing trade show receipts and profits.  Crocus’s and             
          MBL’s only role in the royalty agreement was to agree to a debt             
          offset provision.  Article 4.7 of the royalty agreement recites             
          that MBL and Crocus are each indebted to Comtek, that Comtek is             
          indebted to ECI in the amounts set forth in Schedule A of the               
          royalty agreement, and that ECI accepts the obligations of MBL              
          and Crocus as “partial payment” of Comtek’s obligation to ECI.              
          The stated Schedule A amounts of the debts of MBL and Crocus to             
          Comtek, $3,791,183.80 and $1,576,574.42, respectively, exactly              
          equal Comtek’s stated debt to ECI, $5,367,758.22.                           





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