The case of Ararat company
The Chronology of Events with PSP Ararat began the process of doing business with PSP the day after a major earthquake occurred in the Marmara District of Turkey on August 17, 1999. Gencay Tunc contacted Carl Strand of Strand Earthquake Consultants who introduced himself as the representative of PSP and who would act as the main contact. He sent an encouraging reply to Tunc, inviting him to act as the distributor of PSP valves in Turkey. Ararat applied to PSP through Strand for distributorship of the PSP earthquake valves and was accepted by Strand acting as PSP�s agent on August 31, 1999. September 15, 1999 � Ararat applies to IGDAS for using PSP valves on their existing gas pipeline system and samples are presented to IGDAS (at Ararat�s expense) for evaluation. September 16, 1999 � IGDAS responds that they need an agreement signed between PSP and Ararat showing single source distribution in order to continue with the evaluation process and qualify Ararat as the distributor of record for all of Turkey. October 20, 1999, Ararat applied to the Turkish Standardizations Institute (TSE) for PSP�s valves approval. At this point, Carl Strand, acting as a PSP official, had chosen to do business with 3A, just one of the many companies in Turkey wanting to sell earthquake valves there. Because of the previous contacts and first efforts made by Tunc with PSP Strand tried to make the two companies work together. On November 26, 1999 an agreement was penned by PSP to include both Ararat and 3A as exclusive partner/dealers in Turkey for PSP. Tunc signed and returned the agreement, without modifications, which included the words �Draft� and �Copy� at the top, and presumed that the agreement would be accepted as written by PSP. This agreement was never signed and returned by PSP to Ararat but was assumed to be in force. Soon afterwards, on December 5, 1999, a separate agreement was made between PSP and 3A making them the exclusive distributor for Turkey without including Ararat. Ararat applies to Istanbul Technical University (ITU) for a report for PSP valves, ANSI Z.21.70-1981 on December 6, 1999. This is the first time ever that anyone has applied to ITU for PSP valves. Sismik didn�t apply until April 27, 2000. On December 21, 1999 Ararat brought a client of theirs, Sismik, to PSP to prove to PSP that Ararat was serious about doing business with them. Sismik had in hand an order for 20,000 valves to be placed through Ararat from PSP. Dick Sibley, President of PSP, sent Ararat and Sismik to Don Wolf & Associates to arrange a deal with DW&A, one of their US distributors. This was intended to circumvent Ararat having to buy through PSP�s Turkish distributor 3A. Ararat�s now competitor, 3A, quickly made a claim to PSP that because of Tunc�s being Armenian he wouldn�t be able to do any business in Turkey at all. As a result, Strand asked for proof that Ararat was a legitimate company in Turkey of the American Consulate in Istanbul, James Fluker. Fluker confirmed, in a letter dated January 14, 2000, that Ararat was a registered company in good standing with the Istanbul Chamber of Commerce. If 3A�s claim were true, Tunc wouldn�t have been able to even register his company in Turkey. This is obviously a false and libelous statement made by 3A. It can be reasonably concluded that 3A and Strand wished to remove Ararat from the agreement. A temporary Certificate Of Appropriateness (COA) from IGDAS was delivered to Sismik on January 17, 2000, conditionally terminating on May 17, 2000. IGDAS required that, in order to make the COA permanent, Sismik would have to supply IGDAS with the ITU testing (already done by Ararat in December), they must go to PSP with TSE to test the valves and evaluate PSP�s manufacturing and testing procedures, and confirm that all of this is done with the blessing of Ararat. Ararat agreed to allow all of their previous efforts to be used by Sismik so that Sismik could distribute the valves supplied by Ararat, working as PSP�s agent in Turkey. PSP�s attorney, Thomas P. Kestler wrote a letter to Ararat dated February 3, 2000 and faxed it to DW&A on February 7, 2000. In that letter, PSP claimed that the previous distributor agreement (that Tunc signed but PSP did not) is no longer valid. They are thereby confirming through implication that it was indeed a valid agreement from November 26, 1999 till that date. February 8, 2000, PSP addressed a letter to DW&A confirming the termination of the agreement with 3A. A second letter on that day from PSP confirms that DW&A has an ongoing relationship with PSP as a distributor and a new agreement is being penned to be complete within one month. February 17, 2000, another letter is sent from PSP to DW&A with essentially the same wording and includes a statement that they may sell PSP�s valves anywhere they wish once they take possession of them. March 3, 2000 was a very busy day. PSP wrote a letter to Alliance International confirming that they are now on their US wholesalers list. At this time, Alliance Int�l didn�t yet exist as a real company and weren�t formally established until December 5, 2000. This appears to be a means of circumventing the connection from PSP to DW&A to Ararat and instead creating a new, fictitious entity, to make the connection from PSP to another US distributor (Alliance) to Sismik. The point to make here is that Ararat was the first to get the approval documentation from ITU, brought their customer, Sismik, to PSP and allowed Sismik to use Ararat�s name and ITU documentation to get a COA from IGDAS. Therefore, PSP and Sismik collaborated to exclude Ararat from future business. On that same day, Alliance wrote a letter to Sismik, authorizing them as the distributor of PSP valves in Turkey. PSP wrote another letter directly to two TSE officials to invite them to PSP at their earliest convenience. This letter also confirmed the affiliation between PSP, Alliance and Sismik. PSP sent one more letter that day directly to Sismik, inviting them to join the TSE officials on their trip to PSP. Sismik applied to TSE for PSP valve testing and evaluation on March 7, 2000, four days after they knew who the TSE officials were and invited them to PSP. How could this be? On March 22, 2000, a new distributor agreement was made assigning Ararat as the exclusive distributor of PSP products in Turkey through their representative Don Wolf & Associates effective May 8, 2000. April 2, 2000, Ararat sends its first order to PSP through DW&A for $1,000,000 worth of valves. No response from PSP. At the conclusion of the visit by TSE to PSP on April 19, 2000, a letter was handed to Tunc (he was at the factory, too) indicating a change of the distributor agreement to remove the exclusivity clause. Tunc refused to sign the change notice because there was no alteration clause in the existing agreement. Knowing that Tunc wouldn�t agree to it, they had another letter prepared which they then immediately handed to him stating that the 30-day, without-cause cancellation clause was now in effect. On April 25, 2000, Ararat repeats its $1,000,000 order to PSP by fax. Thomas P. Kestler, PSP�s attorney, wrote a letter for PSP to Ararat on April 29, 2000, stating that their new policy is that international sales can only be accomplished through US-based wholesalers. May 1, 2000, PSP faxes back Ararat�s repeat order with a hand-written note on it saying, �Rejected. Please, contact your wholesaler/distributor.� Even though PSP cancelled their distributor agreement with Ararat, from the period of May 8, 2000 to May 19, 2000, they were officially an exclusive distributor of PSP products in Turkey. During that time, a third order from Ararat was sent for that same $1,000,000 worth of valves. No response from PSP. Ararat now can apply to IGDAS with all of the requirements in place. They included the ITU ANSI approvals, the TSE certifications and proof of distribution network. We have proof of receipt of this on May 30, 2000. At this time Sismik had no application yet for ASCE certification. On June 8, 2000, Sismik applied to ITU for ASCE standards compliance certification of PSP valves and received the certificate within that same month. Soon thereafter, Sismik insisted that IGDAS make ASCE certification the new requirement for a distributor to obtain a Certificate of Appropriateness. IGDAS agreed but did not make this known to Ararat until September 13, 2000. This new requirement appears to have been created by IGDAS to give Sismik the advantage since Sismik had already obtained ASCE through ITU three months earlier. June 21, 2000, PSP sent a letter to IGDAS confirming that the distributor agreement between PSP and Ararat was officially ended on May 19, 2000. From July through December of 2000, Ararat sent several notarized letters to IGDAS and Sismik warning them that Ararat was aware of their conspiracy and collaboration and that they should cease and desist. There was no reply from either. On September 13, 2000, an interesting coincidence occurred. PSP had issued a notice to IGDAS that Sismik was authorized to sell PSP products in Turkey and that these products comply with ANSI Z.21.70-1981 and ASCE 25-97. On that same day, IGDAS demanded this ASCE standard for PSP from Ararat even though IGDAS already knew that Sismik already accomplished the ASCE standard 2� months ago back in June 2000. Why didn�t IGDAS ask Ararat for the ASCE standard on June 8, 2000 when they had decided they wanted this as a requirement for the COA? The other problem with this was why did IGDAS make the demand when they were informed back on June 21, 2000 by PSP that Ararat was no longer a distributor of theirs? Apparently, IGDAS and Sismik conspired to hide the ASCE requirement from Ararat so that only Sismik could comply. PSP then got the ASCE standard from UL later (December 5, 2000) in order to cover the fact that they knew back on September 13, 2000 that Sismik had the ASCE standard
