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After December 31, 1994, petitioner and Crocus continued to
conduct trade shows and perform the underlying responsibilities
related thereto in the same general manner they had before
January 1, 1995. Specifically, Crocus continued to supply some
or all of the same services to the exhibitors at foreign trade
shows as it had supplied to exhibitors at such shows conducted
before January 1, 1995.
On August 8, 1995, petitioner and Crocus signed contracts
(the trade show contracts) with Expocentr to conduct three
foreign trade shows at pavilions owned by Expocentr. The trade
show contracts evidence contractual terms with respect to leasing
pavilions owned by Expocentr. Although Crocus was a party to
each trade show contract, under paragraph 9 of each of the trade
show contracts, petitioner alone would be responsible for final
settlement of accounts with Expocentr including remitting
payments for rent, insurance, and advances to Expocentr. If
there was any balance owed to or any amount due from Expocentr,
petitioner alone was required to pay the balance or receive the
credit. The trade show contracts do not refer to any joint
venture between any of the parties.
On September 15, 1995, petitioner and Crocus signed a
cooperation agreement with Expocentr (the cooperation agreement)
that outlined their general understanding how future foreign
trade shows would be conducted in Expocentr pavilions. The
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