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suggests petitioner or Crocus represented to respondent that they
conducted foreign trade shows as a joint venture.
The evidence indicates that petitioner represented to the
great majority of exhibitors that it conducted foreign trade
shows independently with no partner. Petitioner itself
negotiated and entered into all contracts with exhibitors located
outside the former Soviet Union, which accounted for 90 percent
of trade show fees. If an exhibitor were to cancel a contract
with petitioner, petitioner was entitled to retain all payments
received as liquidated damages. Nothing in the record indicates
Crocus was entitled to receive any potential liquidated damages
retained by petitioner. At all foreign trade shows, petitioner’s
employees solicited exhibitors for future shows and provided
liaison between exhibitors and Crocus’s employees, thus
indicating to the exhibitors that petitioner was in charge of the
foreign trade shows.
Even though both petitioner and Crocus were parties to the
cooperation agreement and trade show contracts with Expocentr,
petitioner alone was obligated to pay rent and other fees for the
use of the pavilions, and petitioner was the principal party in
negotiations with Expocentr for the future use of pavilions.
These contracts suggest that petitioner and Crocus did not
represent themselves as a partnership or as joint venturers to
Expocentr.
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