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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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Last modified: May 25, 2011