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contracts and the cooperation agreement with Expocentr are
written documents that evidence a joint venture.
The trade show contracts evidence contractual terms with
respect to leasing pavilions owned by Expocentr. Under paragraph
9 of each of the trade show contracts, petitioner alone was
obligated to pay rent and other fees for the use of the
pavilions. The trade show contracts do not refer to any joint
venture between any of the parties. Similarly, the cooperation
agreement merely reflects a general understanding with Expocentr
as to how future trade shows would be conducted in Expocentr
pavilions; it says nothing about a joint venture between
petitioner and Crocus.
Although the parties have agreed to disregard the royalty
agreement for Federal income tax purposes, petitioner argues that
the royalty agreement is a formal agreement to enter into a joint
venture. However, the royalty agreement contains no provisions
that refer to a business relationship between petitioner and
Crocus or to any agreement that provides Crocus with a share of
the profits. In form, the royalty agreement provides for a
division of gross receipts between petitioner and ECI.
Petitioner argues that evidence of a joint venture agreement
can be found in the stipulated fact that before January 1, 1995,
no foreign trade shows were organized unless both petitioner and
Crocus agreed to put on the trade show. However, this does not
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