The opinion of the court was delivered by: HERMAN
A non-jury trial was held on this contract action on September 20, 1978 and the parties have now submitted proposed findings of fact and conclusions of law. Judgment will be entered for the Defendant on all counts. The following are the Court's findings of fact and conclusions of law.
1. Plaintiff Hans Von Lange is an individual who at all times relevant to this action has resided at R.D. Number 3, Stewartstown, Pennsylvania and has been a citizen of the Commonwealth of Pennsylvania.
2. Plaintiff Richard Von Lange is an individual who at the time this suit was filed resided at R.D. Number 3, Stewartstown, Pennsylvania and was a citizen of the Commonwealth of Pennsylvania and who now resides at 1073 Cardington Way, Cockeysville, Maryland and is a citizen of the state of Maryland.
3. Defendant Morrison-Knudsen Company, Inc. is a corporation organized under the laws of the state of Delaware with its principal place of business at 1 Morrison-Knudsen Plaza, Boise, Idaho and is a citizen of the states of Delaware and Idaho.
4. The amount in controversy, exclusive of interest and costs, exceeds $ 10,000.
5. At all times relevant to this action Hans Von Lange has been president and majority shareholder of a New York corporation known as Intma, Inc. (Intma).
6. At all times relevant to this action Richard Von Lange has been an employee of Intma.
7. For a period of time prior to April 1, 1973 Intma manufactured bonded rail joints in York, Pennsylvania under a license from a German corporation, Klockner Werke A.G. (Klockner) and Hans and Richard Von Lange were actively engaged in marketing the bonded rail joints for Intma.
8. Prior to manufacturing the bonded rail joints in York, Pennsylvania, Intma, Inc., had marketed rail joints manufactured in Germany by Klockner. It soon became apparent that it was uneconomical to ship rails to Germany for processing and then back to the United States. This was necessary because compatible rails were not available in Europe.
9. Intma quickly incurred financial problems and in order to aid Intma, Klockner advanced approximately four hundred thousand dollars and helped it obtain a loan from the Privat Bank of Lichtenstein in the sum of approximately two hundred thousand dollars.
10. In mid-1973 Klockner informed Intma that it would not make further loans to Intma and that due to other calls on its resources, it wished to reduce substantially or eliminate its debt position in Intma.
11. As a result of Klockner's decision, Hans Von Lange made a number of attempts in the latter part of 1973 to sell Intma, but these attempts were unsuccessful, primarily because of the size of Intma's indebtedness to Klockner.
13. Hans Von Lange and Bernard J. Wald, a New York attorney who represented Intma, were the principal negotiators for Intma in its negotiations with Morrison-Knudsen.
14. Leon D. Stoddard, a Morrison-Knudsen vice-president, and Arthur J. Schlanger, a Morrison-Knudsen attorney, were the principal negotiators for Morrison-Knudsen in its negotiations with Intma.
15. During the negotiations it was decided that Morrison-Knudsen would not acquire Intma but would enter into a partnership with Intma to be known as the M-K I-Bond Company. These negotiations culminated in the execution by Intma and Morrison-Knudsen in July, 1974 of a "Partnership Agreement" to be effective as of April 1, 1974.
16. It was also decided during the negotiations that there should be an agreement between Morrison-Knudsen and Hans and Richard Von Lange to provide for the continuation of the Von Langes as salesmen of the bonded rail joints on behalf of the M-K I-Bond Company. This decision led to the execution in July, 1974 of a "Sales Representative Agreement" ...