concurring in part and dissenting in part:
Because I take a different view of the district court’s factual findings and of the application of New York law to Argo’s efforts with regard to two of the sales in issue, I respectfully dissent. With regard to the remaining sales, I concur in Judge Clarie’s opinion.
My disagreement concerns the Trinidad and LACONIAN sales. The majority states that the district court found there was no express agreement between Argo and Camar and therefore the New York law of sales applies. That, however, is a mischaracterization of the findings of the district court. The district court’s basis for decision was a finding of an express oral understanding that Camar would pay a commission to Argo only “if Argo sold a system to a purchaser other than itself in a transaction in which Camar was not called upon to participate ...” (emphasis supplied). This purported agreement varies radically from the New York law of sales in that commissions are not due to a “procuring cause” if the principal plays any role in the sale. In my view, the district court’s finding with regard to the express oral understanding is clearly erroneous, and Argo was the procuring cause of the Trinidad and LACONIAN sales under New York law.
The district court’s finding with regard to the supposed oral understanding is clearly erroneous because it is based on a misunderstanding of the proposed distributorship agreement and is not consistent with the conduct of the parties as established in the record. On the basis of Mercanti’s testimony, the district court concluded that the parties had agreed “pending the resolution whether Argo would agree to become the purchaser and pay for IGS manufactured by Camar under the Distributor setup that the only basis of allowing any *1016compensation to Argo would be in such instances in which the procurement of a sale followed the guidelines of the distribution agreement; if Argo sold a system to a purchaser other than itself in a transaction in which Camar was not called upon to participate, Argo would be entitled to a 10% commission.” However, this description of the parties’ supposed express oral understanding hardly follows the “guidelines of the distribution agreement,” which called for a flat 10% commission to Argo on all sales of Camar IGS in the United States, whatever the roles played by Argo or Ca-mar.
Moreover, the existence of such an oral agreement is hardly consistent with Argo’s conduct in freely involving Camar in all the proposed sales, an act which, according to the district court, automatically terminated its right to a commission. I cannot agree with the view that Argo eagerly pursued customers for Camar for over two years and expected to receive no compensation whatsoever.
Because Argo and Camar had no express contract, Argo’s right to commissions is governed by New York law, which, as the majority points out, recognizes a right to a commission where an agent is the “procuring cause” of a sale — i.e., produces a buyer ready, willing and able to meet the seller’s terms. Nuvest, S.A. v. Gulf & Western Indus., 649 F.2d 943, 947 (2d Cir.1981); Greene v. Hellman, 51 N.Y.2d 197, 412 N.E.2d 1301, 433 N.Y.S.2d 75 (1980). This does not require that the agent be the “dominant force” in the transaction, id. at 206, 412 N.E.2d 1301, 433 N.Y.S.2d 75, but only that its efforts have a direct connection with the success of the sale. Unlike the majority, I cannot conclude that the district court’s repetitive incantation of the sentence, “Argo had no participation in the transaction, was not the originating, or a motivating, or a procuring cause of the sale ...” in response to each of Argo’s claims, concludes the matter in light of its findings and conclusions viewed as a whole. In applying the New York legal test to the facts, the district court’s conclusions were obviously dictated by its erroneous finding that Argo’s right to commissions was governed by the supposed oral contract described above.
Turning to the application of the New York test, the testimony of disinterested witnesses demonstrates that Argo provided sufficient services to have earned a commission with regard to at least two of the sales at issue. As to the Trinidad sale, totalling three vessels, it is undisputed that Argo arranged the first meeting between Mr. Whiteside of Sohio (the charterer of the tankers, and the company ultimately responsible for paying for the IGS for two of the three ships) and Mercanti. Moreover, Argo engaged in various follow-up calls and meetings, alone and with Camar. The majority ignores the role that White-side and Sohio played in the decision to purchase from Camar by focusing on the fact that Mr. Kumar, an engineering manager of Trinidad Corporation, the owner of the vessels, had no contact with Argo until late in the sales process. However, Kumar testified that he contacted Camar regarding an IGS as a consequence of Whiteside’s informed advice. The fact that Argo invested considerable effort in convincing Whiteside to buy from Camar is thus critical. The district court downplayed Argo’s role by noting that a Mr. Franklin, at the time an agent for Camar, contacted White-side before Mr. Blondeau of Argo. However, Whiteside testified that Franklin merely sent him a brochure and made a few telephone calls without any follow-up meetings taking place. In contrast, Blon-deau, with whom Whiteside had frequent business dealings apart from the Camar IGS, came to Whiteside in person and had “several meetings” with him about the Ca-mar IGS, and thereafter arranged for Whiteside to visit the Camar plant and to meet Mercanti. These facts, I believe, clearly establish Argo’s right to a commission on the Trinidad sales.
Argo also played a substantial role in the sale of an IGS to the LACONIAN, a foreign ship for which Eagle Ocean Shipping of New York was the United States agent. Captain Goussetis, the vice-president of Eagle, testified in a deposition that Nietsch originally approached him concerning a Ca-mar IGS, and that Goussetis had not previ*1017ously heard of Camar or of James Mercan-ti. Nietsch then caused Camar to send a quotation to Captain Goussetis, who forwarded it to Peninsular Maritime of London, the worldwide agent for the LACONI-AN. Mr. Economides, the engineering superintendent of Peninsular, testified that it was because of Mr. Goussetis’s recommendation that he decided to consider purchasing a Camar IGS, whereas previously he had considered purchasing only from non-U.S. companies. The majority stresses the fact that the LACONIAN was not a United States flag vessel, and therefore was not covered by any applicable agreement between Argo and Camar. Because there was no agreement at all between Argo and Camar, however, the parties’ negotiations over sales territories are completely irrelevant. The only relevant inquiry is whether Argo was a “procuring cause” of the sale. Again, the undisputed facts seem sufficient to entitle Argo to a commission.
Regarding the remainder of the sales, there is insufficient testimony from disinterested witnesses to determine the extent of Argo’s participation. I concur, therefore, in affirming the district court’s holding that Argo failed to meet the burden of proving its entitlement to commissions on these sales.