about this change in the ownership of T-D. (Testimony of Taleghani)
8. Because of the ongoing business relationship between J-C Inc. and T-D and between Justin and Taleghani, Justin had considerable opportunity to observe the operations of T-D and the role played by Taleghani and Daftary in those operations. In December 1976, while on a business trip to Iran to provide consulting services to T-D pursuant to a contract between O&G Inc.'s subsidiary, J-C Inc., and T-D, Justin reported back to O&G Inc.'s Vice President: "T-D is doing well. The two principal partners (whom Justin identified as Taleghani and Daftary) are taking over a million a year from the firm." (Uncontested Fact P 5)
9. At the time he wrote the December 22, 1978 memorandum referred to in finding of fact P 8, Justin was still an employee of O&G Inc. (Testimony of Justin)
10. To any third party observing it, T-D appeared to be a partnership. The name which appeared on the firm's English letterhead and under which it did business in the United States-"TALEGHANI-DAFTARY"-was comprised solely of the names of the two defendants-Taleghani and Daftary. Nothing in the English version of the firm's name suggested that it was anything other than a partnership. No words such as "Corporation", "Incorporated", "Ltd." or "Establishment" appeared in the firm's English name although the Farsi (Iranian) term for "Establishment" did appear in the Farsi version of T-D's letterhead. Moreover, T-D appeared to operate as a partnership would: i. e., it appeared that the two principals, Taleghani and Daftary, made all the major decisions and either could bind the firm. (Testimony of Taleghani, Justin and Johnson; Joint Exhibit 2)
11. In the summer of 1977, representatives of O&G Inc., including its then President, Samuel W. Williams, Jr. (Williams), participated in discussions with Justin, Taleghani and others concerning the best way to structure a continuing relationship between O&G Inc. and T-D in order to minimize the impact of both Iranian and United States taxes. In the course of these discussions, Taleghani advised those present that he would have to consult with his partner, Daftary, before any final decision could be made. At the conclusion of such discussions, Taleghani returned to Tehran to consult Daftary. In early October, 1977, O&G Inc. received a letter from Taleghani dated September 25, 1977 in which he confirmed the tentative decisions reached in the earlier discussions. In his September 25, 1977 letter, Taleghani stated:
after discussing the matter here (in Iran) with my partner Mr. Daftary, and our tax people we think it would be to our mutual advantage, especially from a tax point of view, for Taleghani-Daftary to set up a branch office in Philadelphia to be headed and managed by Mr. J. B. Justin. This office will contract with J&C in USA for engineering consulting services to be performed in USA by J&C. All disbursements will be made directly through T-D branch office in Phila.