Comtek Expositions, Inc. - Page 25

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               Before setting forth the reasoning to support our holdings,            
          we make some preliminary observations, all having to do with the            
          artificial situation created by the parties’ stipulation to                 
          disregard the royalty agreement and ECI and the accompanying                
          obscurity, lack of transparency, and incompleteness of the                  
          stipulated record regarding the business and financial                      
          relationships of petitioner and Crocus during the taxable periods           
          at issue.                                                                   
               First, there is a significant omission from the stipulation            
          of facts.14  Unlike the stipulation with respect to foreign trade           
          shows conducted before January 1, 1995, which states that                   
          petitioner reimbursed Crocus for its direct expenses and its                
          overhead expenses, the stipulation of facts states that if                  
          petitioner must report all of the gross receipts from foreign               
          trade shows conducted after December 31, 1994, petitioner is                
          entitled to deduct “trade show expenses Crocus paid for which it            
          was reimbursed through ECI.”  The stipulation of facts does not             
          define “trade show expenses”.  Petitioner failed to substantiate            
          that Crocus was reimbursed for its overhead expenses.  The                  
          stipulation of facts states the amounts of Crocus’s “direct                 

               14If we should hold that petitioner and Crocus were engaged            
          in a joint venture or joint ventures and agreed that net profits            
          should be allocated between them in the same proportion as                  
          payments of foreign trade show expenses, the parties have not               
          expressly stipulated that such allocation would have substantial            
          economic effect.  This omission is academic, inasmuch as we have            
          concluded that petitioner and Crocus did not engage in a joint              
          venture or joint ventures.                                                  




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