Senco, Inc.

882 DECISIONS OF NATIONAL LABOR RELATIONS BOARD Senco, Inc. and Henry Senese, individually and as officer and agent of Senco, Inc. and Maco Clothing Corporation and Phyllis Bocchino, individually and as officer and agent of Maco Clothing Corporation and H.M.S. Sportswear, Incorporated and Henry Senese, individually and as officer and agent of H.M.S. Sportswear, Incorporated and Bonnie Jaye Sportswear Co., Inc. (also sometimes known as Maco Clothing Corporation) and Phyllis Bocchino, individually and as officer and agent of Bonnie Jaye Sportswear Co., Inc. and Henry Senese, individually and as officer and agent of Maco Clothing Corporation and Henry Senese, individually and as officer and agent of Bonnie Jaye Sportswear Co., Inc. and Phyllis Bocchino, individually and as officer and agent of Senco, Inc. and Phyllis Bocchino, individually and as officer and agent of H.M.S. Sportswear, Incorporated and Boston Joint Board , International Ladies' Garment Workers Union, AFL-CIO and Local 841, International Brotherhood of Teamsters, Chauffeurs Warehousemen and Helpers of America, Party to the Contract Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America and Senco, Inc. and Henry Senese, individually and as officer and agent of Senco, Inc. and H.M.S. Sportswear , Incorporated and Henry Senese, individually and as officer and agent of H.M.S. Sportswear, Incorporated and Bonnie Jaye Sportswear Co., Inc. (also sometimes known as Maco Clothing Corporation ) and Phyllis Bocchino, individually and as officer and agent of Bonnie Jaye Sportswear Co., Inc. and Henry Senese, individually and as officer and agent of Maco Clothing Corporation and Henry Senese, individually and as officer and agent of Bonnie Jaye Sportswear Co., Inc. and Phyllis Bocchino, individually and as officer and agent of Senco, Inc. and Phyllis Bocchino, individually and as officer and agent of H.M.S. Sportswear, Incorporated and Boston Joint Board, International Ladies' Garment Workers Union, AFL-CIO and Maco Clothing Corporation, Party to the Contract, and Phyllis Bocchino, individually and as officer and agent of Maco Clothing Corporation, Party to the Contract. Cases 1-CA-5738 and 1-CB-12114 June 30, 1969 DECISION AND ORDER By MEMBERS BROWN, JENKINS, AND ZAGORIA On July 11, 1968, Trial Examiner William W. Kapell issued his Decision in the above-entitled proceeding, finding that the Respondents had engaged in and were engaging in certain unfair labor practices within the meaning of the National Labor Relations Act, as amended, and recommending that they cease and desist therefrom and take certain affirmative action, as set forth in the attached Trial Examiner's Decision. Thereafter, Respondents filed exceptions to the Trial Examiner's Decision and supporting briefs.' The General Counsel filed a brief in support of the Trial Examiner's Decision. Pursuant to the provisions of Section 3(b) of the National Labor Relations Act, as amended, the National Labor Relations Board has delegated its powers in connection with this case to a three-member panel. The Board has reviewed the rulings of the Trial Examiner made at the hearing and finds that no prejudicial error was committed. The rulings are hereby affirmed. The Board has considered the Trial Examiner's Decision, the exceptions and briefs, and the entire record in these cases, and hereby adopts the findings, conclusions, and recommendations' of the Trial Examiner as modified herein. ORDER Pursuant to Section 10(c) of the National Labor Relations Act, as amended, the National Labor Relations Board hereby adopts as its Order the Recommended Order of the Trial Examiner, and orders that the Respondents, Senco, Inc.; Maco Clothing Corporation; H.M.S. Sportswear, Incorporated; Bonnie Jaye Sportswear Co., Inc., and Henry Senese and Phyllis Bocchino, individually and as agents of said corporations, and Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, their officers, agents, successors, and assigns, shall take the action set forth in the Trial Examiner's Recommended Order. MEMBER ZAGORIA, concurring: I agree with the Trial Examiner that Respondent Senco, Inc., through its agent and alter ego Respondent Henry Senese, did not make a timely or effective withdrawal from multiemployer bargaining negotiations, because as the Trial Examiner found, Senese's letter attempting withdrawal was served on Associated Garment Contractors, Inc. on December 9, 1966, after the ILGWU had served notice of intent to reopen the contract and after negotiations between the Association and the ILGWU had in fact begun. I rely also, however, on the fact that the As the record, exceptions, and briefs, in our opinion, adequately present the issues and the positions of the parties, the Respondents' request for oral argument is hereby denied 'The Trial Examiner in the "Remedy" section of his Decision appears to have ordered the Respondent Corporations, Senese and Bocchino "to maintain in full force and effect the terms and conditions . . /of/ any renewal contract negotiated" between the Association and ILG "retroactive to February 15, 1967." Inasmuch as the record does not disclose any agreement between the Association and the ILG containing any such retroactivity, the remedy is hereby revised by deleting from p 31, 11 49 and 50 of the Trail Examiner' s Decision the words "retroactive to February 15, 1967 " 177 NLRB No. 102 SENCO, INC. activities of Senese during the several months preceding December 9, 1966, warrant the conclusion that the attempted withdrawal was not dictated by any legitimate desire to abandon multiemployer bargaining and to pursue individual bargaining, but, on the contrary, was another facet of Senese's illicit scheme to oust the ILGWU as the bargaining representative of Senco's employees and to supplant that labor organization with Respondent Teamsters Local 841. I agree also with the Trial Examiner's conclusion that Respondents Maco Clothing Corporation, H.M.S. Sportswear, Incorporated, and Bonnie Jaye Sportswear Co., Inc., are integrated with Respondent Senco through the common ownership and control of Respondent Senese, so that the four Respondent corporations constitute a single integrated enterprise and a single employer within the meaning of the Act. Further, I am persuaded on the basis of evidence credited by the Trial Examiner, that Respondents Senese and Senco created and manipulated Respondents Maco, H.M.S., and Bonnie Jaye for the express purpose of undermining and destroying the ILGWU as the bargaining agent of the employees of Senco. Respondent Senco was obligated at all times material to these proceedings to bargain with the ILGWU for the employees of its Frankfort and Meridian shops, and was obligated to abide by the terms of the collective-bargaining agreement between that labor organization and the Association. The record reflects that during the period from January 1966 through September 1967, Respondents Senco and Senese, through the aegis of persons found by the Trial Examiner to be their alter egos and agents, created or obtained sole ownership and control of Respondents H.M.S., Maco, and Bonnie Jaye. The transfer of production equipment and employees from Respondent Senco to Respondent Maco during the fall of 1966 gave rise to a grievance filed by the ILGWU against Senco, the discussion of which on November 21, 1966, appears to have triggered Senese's abortive attempt to withdraw from multiemployer bargaining. Moreover, long before the attempted withdrawal from multiemployer bargaining, Senese made clear to Senco's customers, its supervisors and employees that the new operations were intended to replace those of Senco, that the employees of Senco could either accept employment in the new operations or be discharged, and that the new operations would be subject to a contract with Respondent Teamsters. Commencing immediately after the transfer of some of Senco's employees to Maco's operations, Senese arranged for Respondent Teamsters to obtain authorization cards from a majority of the less than representative complement of employees then employed. As found by the Trial Examiner, the cards were obtained from the employees through the active intervention of supervisory and managerial 883 officials of Maco, and the solicitation of the cards was attended by threats of retribution and promises of benefit by both Respondent Maco and Respondent Teamsters. Employees who indicated intent to maintain their allegiance to the ILGWU were summarily discharged. On November 14, 1966, while still purporting to bargain with the ILGWU, Senese caused Maco to sign a collective-bargaining agreement with Respondent Teamsters, having previously granted recognition to that Respondent on the basis of tainted authorization cards. This was followed in December 1966, by Senese's announcement to the employees of Senco's Meridian shop that those operations would henceforth operate as Maco and that the employees would be out of the ILGWU. On December 15, 1966, Senese filed a petition with the Board's Regional Office on the basis of the bogus claim that the ILGWU and Respondent Teamsters had made conflicting claims to represent Senco's Meridian employees. Senco's Meridian shop was closed in April 1967, and its employees discharged in violation of the Act. These additional factors persuade me that Respondent H.M.S., to the extent it has any employees in classifications encompassed within the multiemployer bargaining unit, and Respondents Maco and Bonnie Jaye, are obligated to the same extent as Respondent Senco to recognize and bargain with the ILGWU, and to execute and retroactively apply the terms, if any, of any contract agreed to by the ILGWU and the Association since February 15, 1967. TRIAL EXAMINER'S DECISION STATEMENT OF THE CASE' WILLIAM W. KAPELL, Trial Examiner: This matter, a proceeding under Section 10(b) of the National Labor Relations Act, as amended, herein called the Act was heard at Boston, Massachuetts, beginning on June 12, 1967,2 and thereafter on various days until February 1, 1968, when the hearing closed, with all parties participating pursuant to due notice upon an amended consolidated complaint issued by the General Counsel on May 2.' The amended consolidated complaint, in substance, alleges that Respondents, Henry Senese, Phyllis Bocchino, Senco, Inc. (Senco), Maco Clothing Corporation (Maco), H.M.S. Sportswear, Incorporated (HMS), and Bonnie Jaye Sportswear Co., Inc. (Bonnie Jaye), in Case I-CA-5738 have engaged in and are engaging in unfair labor practices in violation of Section 8(a)(1), (2), (3), and (5) of the Act; and that Respondent Local 841, International Brotherhood of Teamsters, Chauffeurs, The above caption has been amended to conform to the unopposed motion of the General Counsel 'All dates hereafter refer to the year 1967 unless otherwise noted 'Based upon an original charge filed in Case 1-CA-5738 on December 2, 1966, and five amended charges, by the Boston Joint Board, International Ladies' Garment Workers Union, AFL-CIO, hereafter referred to as ILG, and upon an original charge filed by ILG in Case 1-CB-1214 on January 18, and an amended charge. Said cases were consolidated for hearing by an order dated February 12 of the Regional Director for Region l 884 DECISIONS OF NATIONAL LABOR RELATIONS BOARD Warehousemen and Helpers of America, hereafter called Teamsters, has engaged in and is engaging in unfair labor practices in violation of Section 8(b)(1) and (2) of the Act.4 Respondents by written answer and/or oral pleading at the hearing, entered general denials to all allegations of the complaint, except to allegations of commerce and the filing and service of all documents as alleged in the amended consolidated complaint, which were admitted. All parties were afforded full opportunity to be heard, to introduce relevant evidence, to present oral argument, and to file briefs. The General Counsel, and counsel for Respondent Corporations and Henry Senese and Phyllis Bocchino filed briefs which have been duly considered. Upon the entire record' in the cases, and from my observation of the witnesses, I make the following: FINDINGS OF FACT 1. COMMERCE At all times material herein , Senco, HMS, Maco, and Bonnie Jaye,' corporations organized pursuant to the laws of Massachuetts, have been engaged as contractors in the manufacture of ladies' garments. Each of them in the course and conduct of their businesses has caused fabrics and related materials valued in excess of $50,000, which were used by them in the manufacture of dresses and ladies' sportswear to be transported in interstate business from and through various States other than Massachuetts. I find, at all times material herein , that Senco, HMS, Maco, and Bonnie Jaye, collectively and individually, have been engaged in commerce within the meaning of Section 2(6) and (7) of the Act.' 11. THE LABOR ORGANIZATIONS INVOLVED Based on all the evidence, and in particular the collective-bargaining contracts involving ILG and Teamsters,' I find, at all times material herein, that they have been labor organizations within the meaning of Section 2(5) of the Act. Ill. THE ALLEGED UNFAIR LABOR PRACTICES A. Preliminary Statement and Contentions of the Parties It is undisputed that beginning in 1963, Senco' became a member of Associated Garment Contractors, Inc., a multiemployer association, hereafter called the Association, which at all times material herein represented its members, and on their behalf negotiated and entered 'The complaint was further amended at the hearing pursuant to the General Counsel's unopposed notice of intention to amend , dated June 7, 1967, by including additional violations of Sec. 8(a)(3) and (5) of the Act in Case I-CA-5738 'Pursuant to General Counsel's motion in his brief, pars. 44(b), 45(e), 46(e), and 46(f) of the complaint, alleging certain violations of Sec . 8(axl), are hereby dismissed for failure of proof. 'Referred to herein collectively as Respondent Corporations. `The record reveals that Counsel for the Respondent Corporations orally conceded that these Respondents were engaged in commerce within the meaning of the Act, and that there was no question as to the facts alleged in the amended consolidated complaint concerning their commerce. Thereafter a written stipulation was admitted in evidence indicating that Senco, Maco, and HMS were each engaged in interstate commerce within the meaning of the Act. Teamsters also stipulated that it was a labor organization within the meaning of Sec. 2(5) of the Act. into collective-bargaining contracts with ILG , the last of which was executed on January 4, 1965, and expired on February 15. The General Counsel contends that Senco continued as a member of the Association until at least sometime after bargaining negotiations were started on a renewal contract between the Association and ILG , and, therefore, is bound by the agreement in effect between the Association and ILG, pending resolution of their negotiations , and will be bound by the new contract upon its execution . General Counsel contends further that HMS,10 Maco" and Bonnie Jaye" are integrated with Senco by common control and ownership so as to constitute one enterprise within the meaning of the Act; that, accordingly, these Corporations are bound to the same extent as Senco is , vis-a-vis the ILG; and that they as well as Senco , in violation of Section 8(a)(5) and (1) of the Act, have refused to recognize ILG as the exclusive bargaining representative of a unit comprising all of their production and maintenance employees, and to maintain in full force and effect the terms and conditions of the bargaining agreement between ILG and the Association . Respondent Corporations claim that Senco timely and properly withdrew from the Association, thereby relieving it of any obligations with respect to the contractual status existing between ILG and the Association. They assert further that they are not integrated and are separate and independent companies, and that therefore, regardless of Senco's membership in the Association, the other corporations are not bound by any collective-bargaining negotiations carried on by the Association with ILG. General Counsel also alleges that Senese , Bocchino, and Respondent Corporations discriminatorily discharged employees Carmelino Amato and Mafalda Marsh, discriminatorily closed Senco's Meridian shop and laid off its employees, and entered into and implemented a contract with Teamsters containing a union -security provision when said Union did not represent an uncoerced majority of their employees and no substantial or representative complement of employees was working at Maco, in violation of Section 8(a)(3) and (1) of the Act; and that said Respondents in violation of Section 8(a)(2) and (1) of the Act by specified acts interfered with, restrained, and coerced their employees in the exercise of rights guaranteed by Section 7 and unlawfully assisted Teamsters in organizing their employees. The General Counsel also charges that Respondent Teamsters caused or attempted to cause Respondent Maco to discriminate in regard to the hire or terms or conditions of employment of employees , made threats of discharge and promises of benefits conditioned upon membership in Teamsters for the purpose of encouraging such membership and discouraging membership in ILG, executed an unlawful collective-bargaining agreement with Maco, at a time when it did not represent an uncoerced majority of the employees, and implemented the union-security and checkoff provisions of said contract, in violation of Section 8(b)(1)(A) and (2) of the Act. 'At times material herein Senco operated two plants, one of which was located at 10 Frankfort Street, Boston, hereafter called the Frankfort shop, and the other located at 104 Meridian Street, Boston , hereafter called the Meridian shop. "At all times material herein , HMS operated a plant located at 104 Meridian Street on the floor above Senco 's Meridian shop. "At all times material herein , Maco operated a plant at 421 Broadway, Revere, Massachusetts. "At all times material herein, Bonnie Jaye operated a plant at Middleboro, Massachusetts. SENCO, INC. All Respondents denied engaging in any violative conduct. B. Senco's Alleged Disaffiliation from the Association Before either Senco and/or the other Respondent Corporations can be found in violation of Section 8(a)(5) for refusing to recognize and bargain through the Association with ILG, it must first be established that at all times material herein Senco was and continued to be a member of the Association . Senco, admittedly a member of the Association and bound by its contracts with ILG for several years prior to the onset of the dispute herein, contends that by its letter of December 9, 1966, it served timely notice of its withdrawal from the Association, effective as of that date. Accordingly it becomes incumbent upon Senco to establish its timely disaffection from the Association. The undisputed evidence shows that the rules of the Association provide that upon a member's failure to pay its dues, the membership committe was empowered to expel and so advise the defaulting member . Donald S. Jacobs, a member of the Association and its secretary, sent a letter dated October 18, 1966, to Senco stating that in accordance with the Association bylaws it was being suspended for failure to pay its dues, and that in order to be reinstated past dues would have to be paid by October 31, 1966. However, thereafter Jacobs continued to send notices to Henry Senese " pertaining to Association business and meetings . On November 14, 1966, ILG notified the Association that pursuant to terms of its collective-bargaining contract" with the Association, it was terminating said contract upon its expiration on February 15. Meanwhile, in anticipation of the termination of the contract and negotiations for a renewal, David Lavien, attorney for the Association, by letter of November 10 requested the Association members (including Senco) to state their positions to him with respect to the wage rate provisions to be negotiated in the forthcoming renewal contract. On November 14, 1966, Senese gave a check for $250 to Samuel Laken, the Association president, to cover Senco's Association dues. The check was returned unpaid by the bank because of an incorrect account number placed on it by Senese. On November 21, 1966, Lavien and Senese attended a meeting with ILG Representatives Kramer and Kaplan at which they discussed Kramer's claim that Senese or Senco owned or controlled a plant in Revere being operated by some girl on behalf of Senese and/or Senco." On December 8, 1966 , Lavien, Laken, and Levine (an Association member) met with Kramer and Jesse Durcker (an administrator of ILG) to negotiate a new collective-bargaining contract, at which Kramer presented ILG's proposals for a new contract." Kramer also brought up the matter of Senco's failure to award holiday pay to three employees, and that he was going to take it "Henry Senese admittedly acted on behalf of Senco with respect to Association matters. As related and found , infra, he also managed and controlled the Respondent Corporations. The contract provided that at least 60 days prior to its expiration, either party could serve notice of its intention to terminate the contract upon its expiration. "Shortly prior to this date, a question had been raised with respect to Senco's continued membership in the Association , and on that date, Lavien wrote to ILG as follows:, "You are herewith advised that Senco is a member in good standing of the Association of Garment Contractors, Inc" 885 up to an impartial chairman for decision . Lavien requested him to hold off for a week during which he would speak to Senese. By letter of December 9, 1966, Senco advised Lavien that as of that date it was withdrawing from the Association and no longer wished to be represented by it in any matter, including collective-bargaining negotiations." Within 2 or 3 days, at most, of December 13, 1966, Senese visited Laken at his office and corrected the account number on the unpaid check previously given by him in payment of Association dues. The check then was redeposited and again returned, this time for lack of sufficient funds. On December 30, 1966, ILG wrote to Senco, Mako (Maco), Senese, and the Association stating that there was an unresolved dispute between Senco, its subsidiary Mako, and ILG concerning Senco's discontinuance of production at its Frankfort and Meridian shops, its lockout, discharge, and transfer of its employees , its opening of a new shop at 421 Broadway, Revere, under the name of Mako where it has refused to apply the collective-bargaining agreement (between ILG and the Association), its performance of work for a nonunion jobber named John Meyer, and the performance of work in nonunion shops, and that unless these violations of the collective-bargaining agreement were discontinued, ILG would refer the entire matter to arbitration to obtain damages. In reply to this letter, the Association wrote to Senco on January 4, stating that it had been dropped from the Association. C. Conclusions Regarding Senco's Alleged Disaffection from the Association Senco contends that it withdrew timely from the Association, and that, accordingly, neither it nor any companies with which it may be found to be integrated, are obligated to continue recognizing ILG or are bound by any negotiations carried on by the Association purportedly on its behalf. To establish effective withdrawal from the Association, Senco has the burden of demonstrating that it complied with the applicable requirements formulated by the Board to achieve that result. The law is well settled that a multiemployer bargaining relationship can be terminated only upon mutual consent, express or implied, or by a timely withdrawal prior to commencement of negotiations for a future contract. After bargaining has commenced a withdrawal is effective only if acquiesced in by the union or justified by unusual circumstances . Retail Associates, Inc., 120 NLRB 388, 395. The policy behind these requirements is to promote stability in collective bargaining. Or, as the court held in N.L.R.B. v. Sheridan Creations, Inc.," to permit a shift in membership of a multiemployer association after negotiations on a new contract have begun "has lively possibilities for disrupting the bargaining process.... the potential for disruption is "The ILG proposals discussed included a 20-percent wage increase, minimums 40 cents above the Federal minimum, a 32-1/2-hour week, two more paid holidays, a 20-percent piecework increase, the same rate of pay for pressers in both the dress and sportswear lines, and making the contract retroactive to February 15, 1967, the date of expiration of the old contract. Lavien counterproposed that no union meeting should be held during working hours, that holiday pay be paid by manufacturers or the sobers through an arrangement of fringe benefits , and that the contractors have the right to enforce registration on contractors. ''Thereafter, Senco's attorney sent a copy of that letter to ILG with a transmittal letter dated December 19, 1966. "357 F.2d 245 (C.A. 2), cert denied 385 U.S. 1005, enfg. 148 NLRB 886 DECISIONS OF NATIONAL LABOR RELATIONS BOARD sufficient to justify the Board in adopting a uniform rule for all cases that withdrawal is not timely once bargaining has begun." See also Mor Paskesz, NLRB No. 20; Tower Iron Works, Inc., 150 NLRB 298, enfd. 366 F.2d 189 (C.A. 1); and Spun-Jee Corp. and The James Textile Corp., 152 NLRB 943, 945. 19 Based on the following findings I conclude that Senco failed to establish that it effectively withdrew from the Association. By letter of November 10, 1966, the Association advised its members of the forthcoming bargaining negotiations and requested them to state their positions with respect to wage rate. Although Senco had been put on notice of these forthcoming bargaining negotiations, it took no action to disaffiliate itself from the Association prior to the time that such negotiations formally began between the Association and ILG representatives on December 8, 1966,20 on the various proposals and counterproposals which were considered and discussed. It was only on the following day, December 9, that Senco sent its letter to the Association severing its membership. Such late notice failed to satisfy the applicable requirements prescribed by the Board. Senco, therefore, continued to be bound by the representation of the Association with respect to a renewal contract, and, pursuant to agreement reached by the contracting parties at that time, remained bound by the terms of the expiring contract until a new one was executed, which would be retroactive to the date of the expired contract. 21 It is also clear that ILG did not acquiesce in Senco's belated attempt to withdraw and notified Senco to that effect when it became aware of the attempted withdrawal. In support of its contention of a timely withdrawal from the Association, Senco asserts that the Association contract provided for automatic renewal unless either party gave 60 days' notice of termination prior to its expiration on February 15, 1967, and that, therefore, an Association member could withdraw timely by sending a withdrawal notice to the Association prior to December 18, 1966, which, in fact, it did on December 9. However, it appears that the contract provided that notice of termination was to be given "at least sixty (60) days" prior to February 15, 1967, and not 60 days as claimed by Senco, that ILG gave such notice on November 14, 1966, and that prior to that time the Association notified its members about the forthcoming contract negotiations.22 Thus, the November 14 notice of termination was properly given in conformance with the contract. Accordingly, Senco's withdrawal letter of December 9 was untimely. 2J 1503. "On petition for enforcement, the court (385 F 2d 379 (C A 2)) remanded this case to the Board for further consideration of the issue as to whether Respondents had effectively withdrawn from the multiemployer association The Board thereafter (171 NLRB No. 64) found unusual circumstances which warranted a valid and effective withdrawal in those circumstances See also U S Lingerie Corporation, 170 NLRB No 77, for other unusual circumstances justifying a late withdrawal from an employer association "There is also some evidence to the effect that informal negotiations took place prior to that time. "Moreover, in view of the pending contract between ILG and the Association, which did not expire until February 15, it is obvious that regardless of the effectiveness of Senco's attempted withdrawal by its letter of December 9, it remained bound by the provisions of the existing collective-bargaining agreement between ILG and the Association until its expiration "It is also significant to note that no claim was made by Senco that it was unaware of ILG's notice of termination of contract prior to its The rationale behind the Board's rule, which has been applied by the courts,2d was to prevent disruption of the bargaining process by foreclosing attempts by employer-members of an association to withdraw once the parties indicated an intention to commence bargaining or had already begun bargaining. In the instant case not only had the date for modification passed but serious bargaining had already begun. Respondents' reliance of N.L.R.B. v. Southwestern Colorado Contractors Assn., 379 F.2d 360 (C.A. 10), enfg. 153 NLRB 1141, is misplaced. The Board in that case held that the dissolution of a multiemployer association within the certification year was in effect an attempted withdrawal at an inapporpriate time and did not release the individual employer-members in the bargaining unit of their obligation to bargain jointly for a year. The Board's decision rests primarily on the obligation to bargain stemming from a certification during the first year, circumstances wholly different from those in the instant case. The court, however, did state a general rule inapplicable in either that or the instant case to the effect that the appropriate time for withdrawal from a multiemployer bargaining unit is after the expiration of an existing contract and/or prior to the start of negotiations on a new contract. Similarly, Senco' s reliance on Board language, citing Retail Associates, supra, and The Evening News Association, 154 NLRB 1494, that withdrawal is permissible when notice is given before the date set by the contract for modification is misplaced. As noted above, notice was not given prior to the date set for modification in the existing contract. Also, the Board in each of these cases2S stated that, where bargaining has already begun, withdrawal would not be permitted, except on mutual consent or in unusual circumstances. Nor do I find any "unusual circumstances" justifying an effective withdrawal despite Senco's belated notice. Its contention that its default in paying Association dues on time caused its suspension and thereby created "unusual circumstances" is without merit. Not only was nothing ever done by the Association concerning Senco's dues default, but it appears that the Association continued to send notices of its meetings to Senco, that on November 21, 1966, Lavien, its attorney, wrote to ILG that Senco was a member in good standing, and that he, accompanied by Senese, met with ILG representatives on that day to discuss the alleged contract violation by Senco in the operation of Maco. These circumstances not only contraindicate any severance of Senco's relationship with the Association, but actually demonstrated a clear intent on the part of each of them that Senco's membership in the Association should continue in full force and effect. Senco also claims that ILG's knowledge of its assistance to Teamsters in organizing Maco's employees, alleged as an 8(a)(2) violation in ILG's amended charge filed on December 7, 1966, before the bargaining negotiations began, was a clear manifestation of Senco's intent to withdraw from the Association of which ILG was aware, and that such circumstances per se were sufficient to effect a valid withdrawal. I find no merit in attempted withdrawal from the Association "Sense failed to contradict or explain why he visited Laken's office after December 9, to correct the account number on the check previously given the Association for payment of Senco's dues if Senco had already withdrawn from the Association. "See N.L R B v. Sheridan Creations , Inc , supra "Retail Associates, supra, 395, and Evening News Association, supra, 1509. SENCO, INC. 887 this contention. Such an alleged withdrawal before bargaining negotiations commenced did not comply with the Board's established requirements. In the policy-making case of Retail Associates, 1° the Board said, "[w]e would accordingly refuse to permit the withdrawal of an employer or a union from a duly established multiemployer bargaining unit, except upon adequate written notice . ." (Emphasis supplied.) As related above, Senco's written notice of withdrawal was not given until after negotiations had begun , dispite its foreknowledge of the planned bargaining sessions. Moreover, the policy of promoting stability in collective bargaining precludes indulging withdrawals to be lightly made; they must be unequivocal. Senco also cites N.L.R.B. v. Sklar and Goldman, d/b/a Michigan Advertising Distributing Company" and Piping Rock Farms, Inc.," to support its claim of an effective withdrawal prior to the inception of bargaining negotiations. In Sklar, the Board relied upon the Ray Brooks rule24 that a certification based on an NLRB election must be honored for a reasonable time in finding an alleged withdrawal ineffective because the attempt had been made less than 3 weeks after certification and before a contract had been negotiated. The Sixth Circuit reversed, saying that "[T]he Board has recognized that an employer may withdraw from a multiemployer unit provided that it clearly evinces at an appropriate time its intentions of pursuingan individual course in bargaining."1° The court then ruled that the Employer's intent to withdraw was sufficiently manifested by the negotiation of agreements with the Union on its own and a telegram sent to the NLRB explaining its position. Such clarity of intent clearly was not manifested by Senco prior to its letter of withdrawal. Moreover, Sklar is inextricably involved with representation issues foreign to Senco 's circumstances and thus has little value as a precedent for the instant case. In the Piping Rock Farm case, the Board found a successful withdrawal from a bargaining unit based on findings that it was common practice for the employers to file written statements authorizing the committee to bargain for them and that none was filed by the employers (dealers) whose discontent with the bargaining setup was well known by both the industry and the unions; and that respondent clearly manifested several times to both industry and union people its intention to withdraw before the negotiations for a new contract began. Such a clear manifestation before negotiations began was not made by Senco. I accordingly find that Senco's attempted withdrawal from the Association was ineffective in that it was untimely and unjustified by unusual circumstances, and that there is no evidence of union consent or acquiescence in the withdrawal. D. The Alleged Integration of the Four Respondent Corporations In order to establish that HMS, Maco, and Bonnie Jaye, as well as Senco, are obligated to bargain through the Association with ILG as the exclusive bargaining representative of their production and maintenance employees, and are subject to the contractual terms and 11120 NLRB at 395. "316 F.2d 145, 150 (C.A. 6), denying enforcement of 134 NLRB 1289. "139 NLRB 879 "Ray Brooks v. N.L.R.B., 348 U.S. 96. 11316 F.2d at 150. conditions agreed upon between the Association and ILG, it is incumbent upon the General Counsel to demonstrate that these corporations with Senco constitute one integrated enterprise within the meaning of the Act. Proof of such integration is primarily dependent upon such factors as the nature and extent of intercompany relationships and operations, common control and management, centralized labor relations, and common ownership. The General Counsel asserts that the Respondent Corporations were operating departments for, and extensions of, Henry Senese. The origin, operation, control, and ownership of each of the four corporations are as follows. 1. Senco The Boston city records show that on December 11, 1956, Henry Senese conducted a business as sole proprietor under name of Paula Sportswear. Paula Sportswear, Inc., a garment manufacturer, was incorporated on October 28, 1957, by Henry Senese, Antonio Anzalone, and John T. Dello Russo, Jr. In the Articles of Incorporation Senese was named as president and a director and subscribed for 51 percent of the stock. John T. Dello Russo, Jr., who did the accounting work for Paula Sportswear, testified credibly that the Company was operated by Senese. Michael Viarella, an acknowledged foreman at Senco's Frankfort shop, also testified credibly that prior to being hired by Senese at Senco, he had worked at Paula Sportswear at 10 Frankfort Street as a presser, and that Senese was the boss at that shop. Senese's denial of stock ownership or that he operated that company is not credited." Senco was incorporated on September 28, 1960, with a business address at 10 Frankfort Street, East Boston (the same address as Paula Sportswear, Inc.). The incorporators were Mary B. DeSimone, Phyllis Baldarsarri, and Kenneth C. Senese, the wife, mother, and brother of Henry Senese, respectively, all of whom gave the same home address. Mrs. Senese, also known by her maiden name of Mary B. DeSimone, testified that she received all the stock (100 shares) but was unable to produce any stock certificates." During the summer of 1963, Senco opened its Meridian shop. "Sense was called by the General Counsel as a witness under Rule 43(b) of the Rules of Civil Procedure for the U S District Courts His testimony for the most part was impertinently incredible. He constantly feigned inability to comprehend the most elementary and simple questions and displayed naivete and unsophistication to the point of ridiculousness. Thus, e g., although admittedly the president and sole stockholder and operator of HMS, he professed ignorance as to whether there was any other officer besides himself who engaged in that company's business, and denied knowing what a payroll, unemployment compensation, or a social security record is despite 15 years of experience in the garment trade. He even claimed the necessity to check his records to ascertain his age or how long he had been marned . His utter disdain generally for the truth was pointedly evidenced when he blandly testified that, when he signed an HMS check to the order of a company named Management and Labor Relations Consultants, he was using a fictitious company to obtain cash for himself, but later admitted when presented with the check that the payee was an existing company which he paid for services performed at his request. It would serve no purpose to itemize the countless incidents reflecting his lack of veracity. the record is replete with them. "Practically all the records of Senco were allegedly destroyed in floods caused by rain and sewer backups at the home of the Seneses where the records were generally kept, and that other records of the Company were destroyed in a fire which occurred at the Frankfort shop on November 4, 1966. The lack of such records, especially those indicating intercompany transactions with Maco and HMS caused General Counsel to resort to indirect evidence to prove their interrelationship and thereby greatly 888 DECISIONS OF NATIONAL LABOR RELATIONS BOARD According to Senese, he began working for Senco at the request of his wife about 3 or 4 years ago as a salesman and to help out in any way he could, and was given the title of general manager. His duties also included representing Senco in the Association, and at times operating a machine in the shop. He claimed that sometime ago he began curtailing his work at Senco, and for the past couple of years was divested of his title and work as general manager and, in fact, stopped working for Senco at the end of 1966. However, he admitted that in December 1965 he signed a conditional bill of sale for the purchase of machines by Senco from Singer Sewing Machine Company, and that in the last part of 1966 he requested Gerald Rubin, an accountant, to straighten out Senco's books and to install an accounting system which would show a cost breakdown and other information that could be of use to management. In an effort to show that during the past few years Senese no longer controlled or ran Senco, his wife, the president of the company since its inception, testified that she made frequent appearances at the shop and ran the business through some of the rank-and-file employees, and that her husband had less and less to do with Senco operations and did practically nothing other than contacting customers for work and representing Senco in its relations with the Association. The credited evidence, however, shows that Senese actually ran the business, and indicates that his wife made infrequent short appearances at Senco's shops, usually accompanied by her small children." The Frankfort shop was destroyed by a fire on November 4, 1966. Senco, however, continued to operate the Meridian shop until the end of April 1967. On December 15, 1966, Senese appeared at the Board offices and filed an RM petition, which he signed on behalf of Senco's Meridian shop, stating that ILG and the Teamsters were each claiming to represent the production and maintenance employees, and requesting the Board to process the petition to determine the lawful bargaining representative of the employees. The petition also indicates that Senese's title is general manager of the Company." Based on the above findings and the totality of the evidence, I find and conclude, contrary to the contentions of Respondents and despite the designation of Mrs. Senese as president of Senco and her claim of ownership of its stock, that Senco was a successor to Paula Sportswear, which Senese had operated and owned in part, if not entirely, and that he had a controlling interest in, and operated and managed, Senco at all times material herein. His testimony concerning his activities and interest in the Company was obviously evasive and intended to be misleading. augmented the record. "Employee Rose Beninati , an employee at the Meridian shop, testified that Mrs. Sense with her children visited that shop about twice a month during lunch hour for a short time, whereas she frequently saw Senese at the shop where he talked to Irene Rotondi , who was in charge. Employee Viarella, the foreman at the Frankfort shop, testified that he rarely saw Mrs. Senese at that shop, that she never supervised him, and that Senese was there daily for a few hours during which time he supervised his work wrote out shipping books, and made telephone calls. Furthermore, it appears that Mrs. Senese has four children , the youngest three being 1, 2, and 3 years old, respectively, which would tend to indicate that during the period in question the time necessarily devoted to bearing and taking care of her children must have greatly curtailed her business activities "I discredit Senese's testimony that he was signing the petition only as a favor for his wife, and that the Board agent, despite being advised by Senese that he used to be the general manager , thereafter without his knowledge indicated his title on the petition as general manager. 2. HMS Articles of Incorporated for HMS were executed on January 10, 1966, and were filed on May 11, 1966, with Senese as president, his wife as treasurer and clerk, and both of them with Barry M. Levin, their attorney, as directors. The Company leased the lower floor at 104 Meridian Street; the upper floor was then occupied by Senco's Meridian shop. Senese, admittedly, has been the owner, general manager and operator of HMS since its inception. The Company has no telephone of its own at the premises but there is a telephone in the Meridian shop. Senese and his wife own the building but neither HMS nor Senco has ever paid rent for the use of their premises, nor have they ever paid anything on the bank's mortgage on the premises in lieu of rent . Senese personally paid the bank on the mortagage. The bulk of HMS's work came from John Meyer of Norwich, Connecticut, a garment manufacturer, and was subcontracted by HMS to Senco , Maco and to Bonnie Jaye during part of its existence . " In its operations, HMS neither required nor received invoices from Senco or Maco for work done by them. Such invoices, however, were received from other companies with whom it did business. When organized in January 1966, HMS leased stitching and finishing machines to Senco at a rental of $500 a month but no payments were ever made. As further proof of the manner in which Senese exercised his control and operation of both Senco and HMS, the General Counsel called Elizabeth McCarthy, a highly qualified handwriting expert with 30 years of broad experience, to make comparisons of the handwriting appearing on certain HMS and Senco checks , which were used in the normal operations of these Companies. She testified credibly that in comparing the handwriting on certain HMS checks admittedly signed by Senese (G. C. Exhs. 55, 56, and 57), and used as standards , with the handwriting on certain Senco checks (G. C. Exhs. 102, 103, 105, 144 , and 146) purportedly bearing the signature of Mary B. DeSimone, who alone was authorized to sign Senco checks, she found that all the handwriting, including the signatures, on these checks was the same. She was also of the opinion that the handwriting, except for the signatures on Senco checks, General Counsel's Exhibits 104 and 112, was the same as on the standards." Based on the foregoing findings and the entire record, I conclude that Senese controlled , operated, and manipulated Senco and HMS for the purpose of producing women ' s apparel. 3. Maco Maco was incorporated on September 2, 1966, with its principal place of business at 421 Broadway, Revere, Massachusetts. Julia Bocchino, Phyllis Bocchino (her "It was admitted that HMS has had no operating employees besides Senese from at least July 18, 1966, through March 7. "Other evidence indicating the close and integrated relationship of Senese, Senco, and HMS are: payment by an HMS check to Dr Rips, for medical services rendered to an injured employee of Senco's Meridian shop; payment by an HMS check for liquor sold and billed to Senco; payment by an HMS check for a help-wanted ad placed in the East Boston Times for stitchers needed at Senco's Meridian shop, payment by various HMS checks for installments on the purchase of Singer sewing machines by Senco; and payment by an HMS check to an oil company containing the notation "Senco," presumably for oil purchased by Senco. No persuasive evidence was presented to refute the adverse inferences raised by any of these incidents. SENCO, INC. sister), and Irene Rotondi were made president, treasurer, and clerks, respectively, and they also constituted the board of directors. The Bocchinos were former employees of Senco, while Rotondi, as related infra, was a forelady at Senco's Meridian shop until it closed down. Although Senese does not appear on the record to have been connected with the organization or control of Maco, the General Counsel contends that, in fact, he was responsible for its financing and organizing, using the Bocchinos and Rotondi as figureheads, and that he actually controls and operates the Company. In support he presented the following evidence: Since October or November 1966 about 60 machines have been leased to Maco by HMS for which Maco has never paid any of the alleged stipulated rental of $750 a month. After operations began at Maco, Senese obtained work for it and supplied it with cut goods. Viarella" testified without contradiction that, in August 1966, Senese told him that he was going to open up a new shop and get the Teamsters in. About a week later Senese told him he had selected a place in Revere on Broadway and wanted him to look at it . Viarella agreed, and with Senese visited the premises , where he was asked his opinion regarding the placement of machines . At that time he saw Phyllis Bocchino there. Later, he again visited the premises at Senese' s request with a steamfitter whom he told where to set up the steam machines . In September, Senese told him that they were going to move seven machines to Revere and that he should call Nathan Hill, the mover, and obtain an estimate for moving the shop. Viarella received an estimate of $200 or $250, and a few days later arranged for a moving date . Senese, however, canceled that date and a new date was set, this one about 2 weeks before the fire at Senco's Frankfort shop. Thus, about 2 weeks prior to the fire, seven machines and stitchers were transferred from Senco's Frankfort shop to the Revere shop of Maco . Pursuant to Senese's orders a pressing machine was also moved to Maco about a week before the Frankfort shop fire and Viarella alternated working between the Frankfort and Revere shops until the fire . On the night of the fire, Senese told him to salvage whatever machines were available and to contact the girl employees and instruct them to report to Maco in Revere on Monday. JB On Monday the girls, contacted through Viarella, reported to Maco where Phyllis Bocchino directed their work as stitchers . Viarella remained there full time to supervise the pressers. Solomon Nash, a partner of Senese in a plant operated by them as contractors of women's apparel at Middleboro, Massachusetts, under the name of Bonnie Jaye, testified without contradiction that in June 1966 he accompanied Senese to Norwich, Connecticut, for the purpose of being introduced as his partner to John Meyer, the manufacturer of women's apparel from whom Senese obtained the bulk of his work . In Norwich, they met with John Meyer, Vice President Blackman , and Controller Kalman at the John Meyer Company. Senese told Meyer he was opening a shop in Revere, Massachusetts, and wanted to have its employees covered by a contract with the Teamsters. After Meyer unsuccessfully attempted to contact Dominic Zenga (a representative of Teamsters), 'The foreman at Senco's Frankfort shop. "According to Senese, he obtained Phyllis Bocchino's consent to store his salvaged machines at Maco , and the following morning pursuant to his request she also agreed to finish some of Senco's work at her plant with Senco's employees, who remained on Senco's payroll until the work was completed, at which time some of them left while others remained to work for Maco. 889 Blackman told Senese he would have a Teamster form contract that evening before he and Nash left Norwich. That evening at or about 7 p.m., Cuozzo, a quality inspector for John Meyer, met Senese and Nash at a local hotel where he gave a Teamsters form contract to Senese. Nash glanced at it and commented to Senese that it provided for 10 paid holidays." Nash testified further that about a week or two later he visited Senco's Frankfort shop to pick up some markers from John Meyer, and while there was invited by Senese to accompany him to a shop which was being set up in Revere in accordance with his plans. In the conversation between them at the time, Senese also told Nash that Phyllis Bocchino would be president and her sister, Julia, vice president, that Rocco Senese (his brother and an attorney) was going to set up the Company, that the girls at the Frankfort shop would either go with him or look elsewhere for jobs, and that the same would apply to the girls at the Meridian shop." Other evidence supporting the General Counsel's contention that Senese financed and controlled Maco shows that Senese gave an HMS check to Phyllis Bocchino for $789.52 dated November 9, 1966, which exactly equals the sum of the following two entries made in Maco's general ledger (G. C. Exh. 30); one for $589.52, dated November 8, 1966, designated "initial investment," and the other for $200 dated November 9, 1966, designated as "Alinardi Fragino - carpentry." °' The record also shows that two Senco checks (one for $500 and the other for $1,000) were issued to Revere Crescent Realty, the landlord of the premises occupied by Maco, whose rent was $500 a month. Mrs. Senese, however, disclaimed knowledge of any dealings between Senco and Revere Crescent Realty, and was otherwise unable to explain the transaction. Both of the foregoing transactions strongly suggest the overall control and manipulations of Senese. Elizabeth McCarthy, the handwriting expert whose testimony appears supra in connection with Senese's handwriting on certain Senco and HMS checks, also testified that in comparing further the handwriting of Senese used as standards with the handwriting, exclusive of the signatures, on certain Maco checks (G. C. Exhs. 89, 90, 91, and 92), she found that said handwriting was the same as appears on the standards , and she was also of the opinion that it was highly probable that the signatures appearing on these Maco checks were in the same handwriting which appears on the standards. She testified further that using the handwriting of Phyllis Bocchino on General Counsel's Exhibit 88 (a speciman of her handwriting, including her signature, made during the hearing) as a standard and comparing it to the signatures appearing on the aforementioned Maco checks , she was of the opinion that it was highly improbable that Bocchino 'These findings are based upon the credited testimony of Nash, despite Cuozzo's denial of having given such a contract to Senese, or of having ever seen Nash at any place other than at Middleboro , Massachusetts, where Bonnie Jaye was located. He, however, admitted that at that time his home was located in New Jersey and he was residing at a hotel in Norwich, Connecticut, while working for John Meyer as a quality inspector. "Apropos of Sense's control of Senco, Nash also testified without contradiction that Senese gave Bonnie Jaye two Senco checks in March 1966, one for $1,800 for its payroll and another for $1,000, both of which he made out and signed with the name of Mary B. DeSimone. "Although Phyllis Bocchino claimed that she invested $11,000 in Maco, she was unable to substantiate it with any documentary proof from Maco's records. 890 DECISIONS OF NATIONAL LABOR RELATIONS BOARD signed those checks." I find that Senese's handwritingon Maco checks clearly tended to indicate his close affiliation with, and the extent of his control over, that Company. Murray Adelman, a garment cutter, testified credibly and without contradiction that during December 1966, Senese hired him to do the cutting on certain dresses, and it was agreed that the work would be done at the Empire Sportswear Company in Lynn, Massachusetts. Pursuant to their arrangement, Senese arrived at the Empire Sportswear Company but forgot to bring the marker (the patent) and asked Adelman to follow him to his Revere (Maco) plant to pick it up. While at that plant, Senese informed him that it was his plant, and offered Adelman a job there as a cutter. Adelman declined the offer and returned to the Empire Sportswear Company in Lynn where he performed the cutting as requested. As further proof of the interrelationship between Senco and Maco under the guidance of Senese, the General Counsel presented evidence to show that Maco was staffed by a number of former employees of Senco, including, admittedly, six out of the first seven employees hired by Maco. Respondents, in rejecting the charge, claimed that the employees who left Senco to work for Maco did so of their own volition and were not transferred by Senese, and in support thereof presented testimony of Elizabeth Hickey. She stated that while working at Senco's Meridian shop during November 1966 she declined the offer of a job by Phyllis Bocchino to work for Maco, that during the following week she changed her mind and accepted the job because Sol Wallace, an ILG representative, had in the meantime visited the Meridian shop and had cut employee piecework rates on various operations, and that as a result she and other girls left. Wallace, however, credibly testified that when he visited the Meridian shop to fix prices he found that Hickey, who worked in a section on linings, was being overpaid , that he thereupon subtracted part of what she was receiving and divided it among the other girls whom he found were being underpaid, and that this was the only change made. In an effort to show that Maco was completely independent of Senese or Senco, Phyllis Bocchino testified that sometime in June 1966, she and her sister Julia (both employees of Senco at the time) met with Attorney Rocco Senese and discussed the formation and organization of Maco, and that her friend, Irene Rotondi, who also worked at Senco, was subsequently invited to join them and to become a director of the Company. She testified further that during that month while Leo Karesky, an ILG representative, was present at Senco for the purpose of fixing prices on certain piecework operations, she told him about her plans to open up her own shop and join ILG, and that he encouraged her to do so and gave assurances that he would take care of her. Karesky, however, credibly denied that he ever held such a conversation or was ever told by Phyllis that she was going to open up her own shop and asked to arrange some sort of deal with ILG on her behalf. Based on the above findings, I find that the General Counsel made out an unrebutted prima facie case to the effect that Senese was responsible for the organizing and financing of Maco, and that he personally and/or through Senco controlled and operated that Company for his own "Based on her broad experience and acknowledged competency I credit the above findings of McCarthy I attach no weight to the partly contrary testimony of John Donahue, who was called as a handwriting expert by Respondents to make comparisons of the handwriting appearing on the checks referred to above His credentials as a handwriting expert were woefully weak in comparison with those of McCarthy. business purposes despite the ostensible front of the Bocchinos and Rotondi. 4. Bonnie Jaye Bonnie Jaye was incorporated during January 1966 by Solomon Nash, Francis Nash, and Doris Getman." During that month Senese arranged to buy a one-half interest in the Company for about $2,500. In payment of his contribution, Senese contributed 12 sewing machines plus $1,300. He became the company salesman, and in that capacity from February 1966 to January 1967, he obtained work from John Meyer, which constituted 90 percent of Bonnie Jaye's production. In January 1967 Nash agreed and arranged to sell Senese his one-half interest in the Company consisting of 100 shares. On the day of sale, however, Nash for the first time learned that the purchaser of his interest was going to be Maco and not Senese as he had expected, and that Maco was also buying Senese's half interest. In the agreement of sale which was handled by Senese's attorney, Nash and Senese each agreed to satisfy certain obligations of Bonnie Jaye, and to hold each other harmless with respect to certain claims or potential claims against the Company. Senese, in addition, also guaranteed the performance of certain of the contract terms by Maco, which inured to the benefit of Nash. Phyllis Bocchino testified that Senese told her to buy Bonnie Jaye, that Nash was paid $1,000 by check for his interest, while Senese received only $100 in cash, and that Senese assured her that he would supply her with all the work she could handle. Based on the foregoing findings I conclude that upon the sale of Bonnie Jaye to Maco, Senese, through his control of Maco, assumed complete direction of Bonnie Jaye, which he operated as an adjunct of HMS, Maco, and Senco. E. The Interdependence Among the Respondent Corporations, Their Operation and Control It is undisputed that each of the Respondent Corporations was established for and engaged in the production of women's wearing apparel. Each Company performed one or more manufacturing operations, such as cutting, stitching, finishing, and pressing." Moreover, their work could be and was functionally integrated, and Senese not only was instrumental in obtaining the subcontracting work for all the Corporations, but he also distributed that work directly to each Corporation or channeled it through HMS as the jobber. Senese also participated in and helped set up Maco's plant layout, advised his associates of his interest in forming that Company, and even had his wife cooperate by gratuitously rendering bookkeeping services in setting up Maco's payroll records." On the financial side of the picture, it appears that although Senese was not authorized to sign checks of Senco or Maco, he nevertheless, according to the credited "The General Counsel concedes that Senese played no part in the formation of Bonnie Jaye "As related above, HMS discontinued its manufacturing operations and became a jobber. "It is also significant to note that Respondent Corporations to a large extent utilized the accounting services of the same accountant, John Dello Russo, that Attorney Barry Levin represented Senese, Senco, and HMS, while at the same time Senese's brother, Rocco, represented Maco and Phyllis Bocchino. Also, the conference room of Attorney Levin's suite was used to examine the union authorization cards to determine the recognition of Teamsters by Maco (See infra ) SENCO, INC. 891 testimony of the handwriting expert and Nash , signed his wife's name to some Senco checks and also made out the body of certain Maco checks, on which, and in all probability, he signed Phyllis Bocchino' s name. It is also significant to note that upon the sale of Bonnie Jaye's stock to Maco, Senese allegedly received only $100 in cash (which could not be identified as paid for that purpose on Maco's records) for his one-half interest while Nash received a check for $ 1,000 for his half interest, and that no explanation was offered for the disparity in the sales price of the stock . It appears further that the monthly indebtedness for the lease of machines and equipment between the Corporations was never paid, that HMS paid the rent on occasion for Maco's premises, that cars owned and serviced by HMS were used as needed by the other Corporations without charge, that HMS checks were used to pay for medical services rendered to Senco employees and for newspaper job ads on behalf of Senco, and that HMS did not require invoices from Senco or Maco for work done by them , but did receive such invoices from other companies with which it did business. Also, as indicated infra, Senese took an active interest in promoting the affiliation of Senco and Maco employees to Teamsters rather than to ILG. F. Conclusions as to the Integration of the Respondent Corporations and Their Bargaining Obligations Based on the foregoing findings, which establish the interrelationship of the Respondent Corporations, their common management, ownership (in fact if not in name), and control, I find that they are integrated and constitute one enterprise within the meaning of the Act and that for all purposes material to this case, the Corporations are a single employer. See Radio and Television Broadcast Technicians, Local Union 1264 v. Broadcast Service of Mobile, Inc., 380 U.S. 255; Sakrete of Northern California, Inc. v. N.L.R.B., 332 F.2d 902, 907 (C.A. 9), cert. denied 379 U.S. 961, enfg . 137 NLRB 1220; N.L.R.B. v. Gibralter Industries, Inc., 307 F.2d 428, 431 (C.A. 4); N.L.R.B. v. Schnell Tool & Die Corporation, 359 F.2d 39, 43 (C.A. 6), enfg. in relevant part 144 NLRB 385; and cf. N.L.R.B. v. Condenser Corporation of America, 128 F.2d 67, 71 (C.A. 3). In reaching this conclusion I also find that their production and maintenance employees comprise an appropriate unit for collective-bargaining purposes. These employees performed work on the same types of garments, used similar machines and equipment, operated in the same geographical area, and their work was obtained primarily through Senese, who thereby controlled their production and resultant employment. Inasmuch as I have found that the corporate Respondents constitute one enterprise, it follows, and I conclude, that HMS, Maco, and Bonnie Jaye are bound to the same extent and in the same manner as Senco with respect to their bargaining obligations to ILG through the Association. G. The Alleged Violations in Organizing Maco's Employees and Recognizing Teamsters as Their Bargaining Agent The General Counsel asserts that Respondents (except Teamsters) violated Section 8(a)(3), (2), and (1) of the Act by rendering unlawful assistance to Teamsters in organizing Maco's employees, granting it recognition as the exclusive bargaining representative of Maco's production and maintenance employees, executing a collective-bargaining agreement with it, and implementing the union-security and checkoff provisions of that agreement, all at a time when Teamsters not only did not represent an uncoerced majority of said employees, but also when no substantial or representative complement of employees was working at Maco. The General Counsel asserts further that Teamsters violated Section 8(b)(1)(A) and (2) of the Act by unlawfully discriminating against Maco employees and interfering with them in the exercise of their statutory rights by threatening them with economic reprisals unless they joined the Teamsters, promising them economic benefits to obtain their affiliation, entering into a collective-bargaining contract with Maco when it did not represent an uncoerced majority of Maco's employees, and enforcing its contract provisions for checkoff and union security. In support he claims that, although Senco was bound by the existing contract between ILG and the Association, Senese made plans during the summer of 1966 to terminate Senco's bargaining relations with ILG by closing out Senco operations and transfering them to a new plant in Revere to be called Maco, which would recognize Teamsters as the bargaining agent of its employees. Thereafter, in implementing his plan, Maco was formally organized as a corporation with the Bocchino sisters and Irene Rotondi as a front, whereas, in fact, he actually made the arrangements for Maco's physical setup, transferred stitchers and moved machinery from Senco's Frankfort shop to Maco both before and after the fire at that shop, transferred Foreman Viarella from the Frankfort shop to Maco to supervise the pressers, issued an HMS check to cover the carpentry work performed for Maco and his initial investment in that company, issued Senco checks for 3 months rent for Maco's premises, and revealed his plans to open a new shop in Revere to Viarella,46 Nash, Adelman, and John Meyer. With.respect to the union organizing activities carried on at Maco, the credited testimony of Viarella shows as follows: About a week after he began working at Maco, Senese told him that Teamsters' Representative Dominic Zenga was going to visit the Maco shop for the purpose of organizing its employees. Shortly thereafter, Zenga visited Maco where Senese introduced him to Viarella. Zenga again visited Maco during the early part of November, arriving at the shop sometime before lunch, and directing Viarella to have the employees07 gather at a corner of the shop for a meeting. The machines were then turned off and Zenga addressed the employees. He told them Maco was a Teamsters shop and related the benefits in joining his union . Phyllis Bocchino and her sister, Julia, were also present at the meeting. Then, at the request of Zenga, Viarella distributed Teamsters union authorization cards to the employees. Employee Carmelino Amato, one of the employee-stitchers whom Zenga addressed on his second visit to the shop, testified credibly that Julia Bocchino placed an authorization card on her machine and told her to sign it or she would have to get out. When Amato declined to sign, Phyllis Bocchino intervened and told her sister to leave Amato alone. Julia thereupon picked up the card and left. Thereafter, Zenga visited the shop for the "Viarella also testified that Senese told him that the new shop would be organized under the Teamsters. "At that time Maco had only seven stitchers, six of whom previously worked for Senco. 892 DECISIONS OF NATIONAL LABOR RELATIONS BOARD third time, accompanied by an insurance man from John Hancock Insurance Company, who described the benefits of a proposed insurance plan, which would cover the employees. On this trip Zenga reiterated his previous warning to the employees that those who refused to sign would have to get out, and stated that those who signed the Teamsters cards would be given holiday pay for the following day, Armistice Day." Company records verify that the employees were paid for Armistice Day as a holiday. On November 8, Zenga, Roumeliotis, and Phyllis Bocchino met with her lawyer, Rocco Senese, at the offices of Attorney Barry Levin where a card check allegedly verified that the Teamsters had obtained authorization cards from the seven employees referred to above." A formal letter of recognition was then signed and negotiations for a collective-bargaining contract were started, which culminated in signing such an agreement on November 14, 1966. The contract included a union-security provision, requiring all covered employees to become members of Teamsters after 30 days ' service, and a checkoff provision by which Teamsters' dues would be collected by Maco through payroll deductions upon authorization by the employees." H. Conclusions Regarding the Organizing of Maco's Employees and its Contract With Teamsters It appears, as related above, that almost as soon as Maco began operating, Senese advised Viarella that Teamsters through Zenga was going to organize Maco's employees and would visit that shop for that purpose. When Zenga visited Maco he was assisted by the Bocchinos and Viarella in soliciting the employees and having them sign union cards . Threats of discharge were made by Zenga and also by Julia Bocchino to at least one employee to sign up or get out . Finally, Maco precipitously recognized Teamsters and entered into a collective-bargaining agreement with it.S1 I find that such participation and assistance of Maco's supervisors and/or officers demonstrate that pursuant to Senese's plan complete freedom of choice on the part of Maco's employees to choose a bargaining representative was effectively forestalled and denied . It has been clearly established that such interference with the freedom of choice on the part of employees to choose a bargaining representative is proscribed by the Act. Thus, in N.L.R.B. v. Link-Belt Company, 311 U.S. 584, 588, the Court stated: "Normally, the conclusion that their choice [of "Zenga was not called to testify Nicholas Roumeliotis , a Teamsters organizer who accompanied Zenga on his visit to the Maco plant, testified on behalf of Respondents that on their visit to Maco they solicited the employees to join their Union, obtaining approximately five signed union authorization cards before Phyllis Bocchino came by and ordered them to leave, that, accompanied by the seven girls, they left and visited a nearby coffeeshop where additional authorization cards were signed, that they then returned to the shop and asked Phyllis Bocchino whether she was convinced that her employees had signed up, and that she asked them to call her attorney. Phyllis Bocchino testified on behalf of Respondents that the Teamsters representatives told her that they had signed up her employees and would take them out on strike unless she recognized Teamsters as their bargaining representative, and that she told them to contact her attorney. Significantly, there was no testimony refuting the distribution of authorization cards by Viarella or Julia Bocchino. "Maco's payroll summary shows that there were 24 production and maintenance employees working at Maco and on its payroll for the week ending November 4, 33 for the week ending November 11, and that the number rapidly increased thereafter for each week , reaching 99 for the week ending February 4, 1967. selecting a bargaining representative] was restrained by the employer's interference must of necessity be based on the existence of conditions or circumstances which the employer created or for which he was fairly responsible and as a result of which may reasonably be inferred that the employees did not have that complete and unfettered freedom of choice which the Act contemplates." I accordingly conclude that the activity of Maco's supervisors on behalf of Teamsters interfered with, restrained, and coerced its employees in violation of Section 8(a)(1) and (2) of the Act. See also N.L.R.B. v. Revere Metal Art Co., Inc., and Amalgamated Union Local 5, UAW, 280 F.2d 96 (C.A. 6), cert. denied 364 U.S. 894; and Hughes & Hatcher Inc. v. N.L.R.B., 393 F.2d 557 (C.A. 6). I also find that Maco's precipitous recognition of Teamsters and its execution of a collective-bargaining contract containing a union-security clause at a time when Teamsters did not represent an uncoerced majority of its employees also violated Section 8(a)(3), (2), and (1).62 Furthermore, even assuming that the seven employees who signed Teamsters authorization cards were uncoerced, Maco, nevertheless, violated Section 8 (a)(3), (2), and (1). As related above, Maco's complement of employees at the time the authorization cards were signed was substantially increased by November 8, 1966, when recognition was granted to Teamsters, and then rapidly expanded week by week to almost 100 in February 1967. I find that at the time Teamsters was recognized, Senese intended and expected to substantially expand the production and maintenance unit at Maco in conformance with his preconceived plan. It is well established that a collective-bargaining agreement entered into at a time when the number of employees is not representative of the employer's anticipated work force is premature and ineffective. Thus, the execution and enforcement of such a contract containing union-security and checkoff violated Section 8(a)(2), (3), and (1) of the Act. Nor would it avail Maco that its employees ratified the contract negotiated on their behalf by Teamsters. The unlawful genesis of the contract precludes its validity despite a subsequent ratification by a majority of the employees . " Conversely, Teamsters, by threatening to have employees discharged for refusing to sign its authorization cards, promising them that they would be paid for Armistice Day as a holiday if they signed cards, and entering into and enforcing a collective-bargaining contract containing security and checkoff provisions when it was not the employees' lawful representative , violated Section 8(b)(2) and (1)(A) of the Act. Young & Greenawalt Co., 157 NLRB 408, 411. "These provisions were thereafter implemented by the parties. "It also appears that HMS gave up its production work and acted as a jobber (a contractor), that Senco gradually was phased out of existence (see infra), and that Bonnie Jaye was absorbed by Maco. As a result, Maco became the only production unit and, accordingly, all the production and maintenance employees working in the Companies controlled by Senese thereby became covered by the Teamsters contract. "See N L.R B v. Revere Metal Art Company, supra; Lunardi-Central Distributing Co. Inc., 161 NLRB 1443; and Sinko Manufacturing and Tool Company, 149 NLRB 201, 202. "It is also significant to note that inasmuch as Maco has been found to be integrated with Senco, it was thereby bound by the Association's contract with ILG, and therefore could neither recognize nor enter into a contract with Teamsters. SENCO, INC. I. The Alleged Unlawful Discharges of Carmelino Amato and Mafaldo Marsh The complaint alleged that on or about November 15, 1966, in violation of Section 8(a)(3) of the Act, Respondents (other than Teamsters) discharged employees CarmelinoAmato and Mafaldo Marsh and have since refused to reinstate them because they failed or refused to assit the Teamsters, or engaged in other concerted activities for the purpose of collective bargaining or other mutual aid or protection. Amato and Marsh were special machine operators at Senco's Frankfort shop when a fire destroyed that shop and they were instructed by Viarella to report to work the following Monday at Maco's shop. They began working there on November 7, 1966 , and continued on November 8, 9, and 10 during which time Zenga visited the plant, as related above, for the purpose of soliciting employees to join Teamsters. The shop was closed on November II (Armistice Day) and also on November 12 and 13 (the weekend). On November 14, ILG held a meeting at its union hall, which was attended by Amato, Marsh, other Maco employees and also some employees from Senco's Meridian shop , including Senese's sister, Rosemary. At the meeting Kramer, a representative of ILG, discussed the organizing tactics being carried on by the Teamsters and asked whether any of them had joined. Marsh openly expressed her opposition to the Teamsters . The next morning when Amato and Marsh reported for work, Julia Bocchino told them not to punch their timecards but did not say why . Another employee standing nearby asked Viarella why they could not punch in and he replied that they were being fired because they had gone to a union meeting where there were 16 "stool pigeons."" A little later Julia Bocchino told Amato and Marsh to go to Senco's Meridian shop . When they asked why, she replied that she did not know. Upon their arrival at the Meridian shop, Irene Rotondi told them, "I knew you were coming but I have no work for you." As they were leaving Rotondi offered them work as "dividers" (a dress operation different from their usual work and in which they had had no experience). They declined and left. J. Conclusions as to the Alleged Unlawful Discharges of Amato and Marsh Respondents contend that Amato and Marsh were actually employees of Senco, working temporarily at Maco in order to complete certain work brought there because of the fire at the Frankfort shop, that upon the completion of that work they were reassigned to work at Senco's Meridian shop where they declined to accept the work offered to them, and that , therefore, they were never discharged . However, Respondents failed to refute Viarella' s testimony that Bocchino told him earlier that morning to fire Amato and Marsh . Nor did Bocchino give any reason for refusing to permit them to punch in and, apparently, neither denied nor commented when Viarella explained aloud to another employee that they were being fired for attending an ILG meeting. Her silence under the circumstances strongly indicated her acquiescence in Viarella' s comment. If Amato and Marsh were merely being reassigned to Senco, as asserted , surely they could have been so advised, unless it was an afterthought. "Viarella also testified without contradiction that earlier that morning Julia Bocchino had told him to fire Amato and Marsh when they reported, and that he refused stating: "You fire them. They're your employees." Viarella at that time supervised the pressers. 893 Viewing their discharge in all the attending circumstances, especially Senese's plan to replace ILG with Teamsters and the timing oftheirdischarge - theday following their presence at an ILG meeting where Marsh openly expressed hostility to Teamsters in the presence of Senese's sister," I find that their discharge was motivated by their opposition to Teamsters in violation of Section 8(a)(3) of the Act. In reaching this conclusion I find that whether or not Amato and Marsh were technically in the employ of Senco, as claimed by Respondents, or in the employ of Maco is immaterial, both Companies, as noted above, were integrated and controlled by Senese, the real party in interest. Moreover, even assuming that they were being transferred to jobs with which they were wholly unfamiliar, and, therefore, opted to quit, it would nevertheless constitute a violation of Section 8(a)(3). "An employee who is forced to leave his employment as the only alternative to accepting discriminatory action relating to his conditions of employment is constructively discharged in violation of the Act [footnote omitted]." American Auto-Felt Corporation, 158 NLRB 1628, 1631. K. The Alleged Unlawful Closing of Senco It is alleged that the closing of Senco's Meridian shop was discriminatorily motivated for the purpose of relieving Respondents (other than Teamsters) of their obligation to recognize and/or bargain with ILG, in violation of Section 8(a)(1), (3), and (5) of the Act. As related above, Senese began moving machines and transferring employees to Maco from the Frankfort shop prior to the fire at the latter shop, and that following the fire, Senco continued to operate only the Meridian shop until the end of April 1967 when the shop ceased operating and the employees were laid off. Respondents contend that it was closed for economic reasons. Theresa Santarpio, an employee at the Meridian shop, testified without contradiction that during December 1966, Sense told a group of about 12 employees at that shop that beginning in 1967 the shop was "not going to be Senco any more. It's going to be known as Maco . And all the girls will be out of the ILGW.... I'm terminating my business with them," and that he did not intend to deduct any ILG dues from their paychecks." She also testified credibly that upon the closing of the shop, Irene Rotondi17 told the girls (about 18 to 20 of them) not to come in until they were called because there was no work, whereas at that time the employees were doing the finishing work on garments brought in from Maco, upon which work remained to be done. "In addition to any inference suggesting that Senese could have been informed by his sister as to what occurred at the ILG meeting, Bocchino's silence when Viarella exclaimed that they were being fired for attending an ILG meeting strongly suggests that such knowledge had already been conveyed to her. "It is also significant to note the following evidence which also reflects on Senese's plan to get rid of the ILG: The filing of an RM petition on December 15 , 1966, by Senese on behalf of the Meridian shop , claiming that Teamsters and ILG were each asserting to be the exclusive bargaining representative of the employees , although nothing in the record indicates Teamsters interest in representing any of those employees ; and the uncontradicted testimony of employee Rose Beninati that while working she was approached by Senese in October 1966 and asked whether the girls had thought of changing unions. When she answered : "The Amalgamated Clothing Workers?," he said : "No, the Teamsters," to which she laughingly replied that she never thought that was a stitcher 's union. "Contrary to Respondents, I find that at all times material herein Rotondi was a supervisor at the Meridian shop within the meaning of the 894 DECISIONS OF NATIONAL LABOR RELATIONS BOARD L. Conclusions Regarding the Closing of Senco's Meridian Shop I find no merit in Respondents' contention that production and financial problems, including the filing of a lien against its bank account by Internal Revenue, were the sole factors which made it impossible to continue operations at the Meridian shop. As related above, it appears that Senese's plans comprehended the phasing out of Senco and a transfer of its operations to Maco. Thus, machinery and employees were transferred from the Frankfort shop to Maco even before the fire at the Frankfort shop. Senese also publicized his plans to Viarella and others that he contemplated closing down Senco and operating at Maco. He also advised the employees at that shop to the effect that it was going to become known as Maco, and he would no longer deal with ILG. Any assertion that a lack of work prompted the closing of the Meridian shop is wholly without merit. Senese was the prime source of obtaining work for both Senco and Maco, and he controlled the amount of work which he assigned to each of them. He apparently greatly increased the amount of work given to Maco, judging by the considerable weekly increase in its complement of employees while Senco was being gradually phased out. Other reasons, which allegedly developed such as the attachment of Senco's bank account, may have accelerated Senco's closing but do not detract from Senese's initial motivation to follow through with his preconceived plan of breaking away from ILG. I therefore conclude that his ILG animus was the motivating cause for closing Senco down. However, even conceding that Senco's closing was motivated solely by economic considerations, the law is well settled that a partial closing of a business by eliminating one of its plants without notice to and/or bargaining with the lawful representative of the employees about the decision to close and the effect on the employees violates Section 8 (a)(1), (3), and (5) of the Act. See Royal Plating and Publishing Co." I, accordingly, find and conclude that the closing of Senco violated Section 8(a)(1), (3) and (5) of the Act. The 8(a)(3) violation is based upon the discriminatory layoff of Meridian's employees when the plant was closed down.'° The Defense of Section 10(b) of the Act with Respect to any Violations of HMS and Bonnie Jaye Respondents contend that Section 10(b) precludes any Act Her testimony shows that she handed out work to the employees, that when people called at the shop she would receive them , that she discussed the work with Senese, that she had authority to send employees to the doctor when injured on the job, that she offered "dividers" jobs to Amato and Marsh, and that she laid off the employees at the Meridian shop when it closed down Viarella testified that her work at the Meridian shop was similar to his supervisory work at the Frankfort shop, where he admittedly was a supervisor Employee Rose Beninati testified that Rotondi was regarded by the employees as the one in charge of the Meridian shop. Furthermore, if she were not in charge then the shop would have been operating without the presence of any supervisor. "152 NLRB 619, enfd . 350 F.2d 191 (C A 3), as modified to exclude only the obligation to bargain about the decision itself to effect the partial shutdown The Board, thereafter, reaffirmed its position in Ozark Trailers, Incorporated, 161 NLRB 561. See also Garwin Corporation. 153 NLRB 664, enfd. 374 F 2d 295 (C.A D C.), cert. denied 387 U.S. 942 "See Royal Plating, supra at 622 for the Board' s comments concerning the finding of an 8 (a)(3) violation under similar circumstances. violative finding against Bonnie Jaye or HMS prior to November 18, 1967 [sic], because no charge was filed against either one within the 6-month limitation period following the date of the alleged violations. Respondents point out that the charges (the fifth amended charge) against these Respondents were filed on May 18, 1967, whereas the complaint alleged that the first refusal to bargain by them took place on or about October 15, 1966, and that the alleged unlawful recognition of the Teamsters occurred on November 8, 1966, followed by the signing of its contract on November 14, 1966. 1 find no merit in these contentions. As indicated by the General Counsel, this defense was raised for the first time in Respondents' brief long after the conclusion of the hearing. He asserts that, according to the record, the alleged refusal-to-bargain violation by HMS and Bonnie Jaye occurred on December 9, 1966, when Senco advised the Association that it was withdrawing as a member, and that this was well within the 6-month limitation period prior to May 18, 1967, when the fifth amended charge was filed. I find that regardless of whether this violation occurred on that date, the refusal to bargain was a continuing one and therefore well within the 10(b) period. Furthermore, in view of the foregoing findings of integration of the four corporate Respondents, the fifth amended charge did no more than add two closely related (integrated) parties to the parties previously named in the fourth amended charge, which was filed on March 3, 1967, and to which no 10(b) defense has been raised by Respondents. Thus, the addition of HMS and Bonnie Jaye made no real charge in the parties, and the charges in all respects remained predicated upon the same grounds as set forth in the prior charge. IV. THE EFFECT OF THE UNFAIR LABOR PRACTICES UPON COMMERCE The activities of Respondents set forth in section III, above, occurring in connection with the operations described in section I, above, have a close, intimate, and substantial relation to trade, traffic, and commerce among the several States and tend to lead to labor disputes burdening and obstructing commerce and the free flow of commerce. Upon the foregoing findings of fact and upon the entire record I make the following: CONCLUSIONS OF LAW 1. At all times material herein ILG and Teamsters have been labor organizations within the meaning of Section 2(5) of the Act. 2. At all times material herein the Association has been an association of employers existing for the purpose, inter alia, of representing employer-members in multiemployer collective bargaining with ILG. 3. At all times material herein Respondent Senco has been a member of the Association, and its letter of withdrawal from the Association, dated November 9, 1966, was untimely and ineffective. 4. At all times material herein Respondent Corporations have been integrated employers engaged in commerce and constituted a single enterprise within the meaning of the Act. 5. At all times material herein Respondent Corporations, as a single enterprise, have been obligated to adhere to the terms and conditions of the SENCO, INC. collective-bargaining agreement in effect between the Association and ILG. 6. All production and maintenance employees of Senco, Maco, HMS, and Bonnie Jaye, excluding office clerical employees and supervisors as defined in the Act, constitute a unit appropriate for the purposes of collective bargaining within the meaning of Section 9 of the Act. 7. At all times relevant herein, ILG has been the exclusive representative of the employees in the aforesaid unit for the purpose of collective bargaining within the meaning of Section 9 of the Act. 8. By unilaterally and without prior notice and consultation with ILG closing down Senco's Meridian shop, laying off its employees, and refusing to maintain in full force and effect the terms and conditions of the collective-bargaining agreement in effect between the Association and ILG, Respondent Corporations have engaged in unfair labor practices in violation of Section 8(a)(5) and (3) of the Act. 9. By assisting Teamsters in organizing Maco's employees, executing a contract with Teamsters containing a union-security agreement at a time when said Union did not represent an uncoerced majority of those employees and the number of employees was not representative of Maco's anticipated work force, maintaining and enforcing said agreement, and by discharging employees Amato and Marsh, Respondent Corporations have engaged in unfair labor practices within the meaning of Section 8(a)(3) and (2) of the Act. 10. By interfering with , restraining , and coercing their employees in the exercise of rights guaranteed in Section 7 of the Act, to the extent found herein, Respondent Corporations have engaged in unfair labor practices within the meaning of Section 8(a)(l) of the Act. 11. By conceiving and implementing his plan in the manner found herein to supplant ILG as the bargaining representative of the employees of the Respondent Corporations which he controlled and dominated, Henry Senese, individually and as agent, engaged in unfair labor practices in violation of Section 8(a)(5), (3), (2), and (1) of the Act. 12. By assisting Teamsters in organizing Maco's employees, recognizing and entering into a collective-bargaining contract with Teamsters containing a union-security provision, at a time when said Union did not represent an uncoerced majority of the employees, and by discharging Amato and Marsh, Phyllis Bocchino, individually and as agent, engaged in unfair labor practices in violation of Section 8(a)(3), (2), and (1) of the Act. 13. By threatening Maco employees with discharge and promising them benefits in order to obtain their union affiliation, and by entering into and enforcing a contract with Maco containing a union-security provision when it did not represent an uncoerced majority of said employees, Respondent Teamsters engaged in unfair labor practices in violations of Section 8(b)(l)(A) and (2) of the Act. 14. The aforesaid unfair labor practices affect commerce within the meaning of Section 2(6) and (7) of the Act. THE REMEDY It is clear from the findings made herein that Senese was, in fact, the real party in interest in conceiving and implementing his plan to supplant ILG with Teamsters as 895 the bargaining representative of the employees of the Corporations which he controlled and directed. In designing an appropriate remedy it would defeat the purposes of the Act to permit him to avoid full personal responsibility for the violations committed directly by him or through his Corporations. I, accordingly, shall recommend that he, individually and jointly with Respondent Corporations, be ordered to reimburse employees for union dues unlawfully deducted from their wages and to make whole discriminatorily discharged employees for loss of pay. Although Phyllis Bocchino participated in the violations charged to Maco, she, in fact, was only a cog in the wheel carrying out Senese's plan and was not involved as a principal. I shall, therefore, make no recommendation holding her individually liable for backpay or reimbursement of unlawfully collected union dues. Having found that Respondents engaged in certain unfair labor practices in violation of the Act, I shall recommend that they cease and desist therefrom, and take certain affirmative action designed to effectuate the purposes of the Act. Having found that Senco's Meridian shop was closed down and its employees laid off without prior notice to or consultation with ILG in order to avoid dealing with ILG, I shall recommend that Senese and Respondent Corporations offer to the laid-off employees immediate reinstatement to their former or substantially equivalent positions, without prejudice to their seniority and other rights and privileges which they severally theretofore enjoyed, dismissing, if necessary, any employees hired by said Respondent Corporations after their layoff at Senco, and make them whole for any loss of pay they may have suffered as a result of the discrimination against them by payment to each of them of a sum equal to that which each would have earned as wages from the date of their layoff to the date of reinstatement less the net earnings during such period, in accordance with the formula prescribed in F W. Woolworth Company, 90 NLRB 289, together with interest on said sums to be computed as indicated in Isis Plumbing & Heating Co., 138 NLRB 716. Having found that Maco employees Amato and Marsh were discriminatorily discharged, I shall recommend that Senese, Bocchino, and Respondent Corporations offer them immediate reinstatement to their former or substantially equivalent positions without prejudice to their seniority and other rights and privileges which they severally theretofore enjoyed, dismissing, if necessary, any employees hired after their discriminatory discharge. As a consequence of said discharges, it is further recommended that Senese and Respondent Corporations jointly and severally make each of said employees whole for any loss of pay they may have suffered as a result of the discrimination against them by payment to each of them of a sum equal to that which each would have earned as wages from the date of their discharge to the date of their reinstatement less the net earnings during such period in accordance with the formula prescribed in F. W. Woolworth Company, supra, together with interest on said sums to be computed as indicated in Isis Plumbing & Heating Co., supra. Having found that Senese, Bocchino, and Respondent Corporations unlawfully assisted Teamsters in organizing Maco's employees, and entering into a contract with Teamsters, at a time when (1) it did not represent an uncoerced majority of Maco's employees, and (2) the 896 DECISIONS OF NATIONAL LABOR RELATIONS BOARD number of Maco's employees was not representative of its anticipated work force, I shall recommend that said Respondents cease and desist from giving effect to said contract or to any modification, extension, renewal, or supplement thereto, and withdraw and withhold all recognition from Respondent Teamsters as the representative of Maco's employees unless and until Teamsters is certified by the Board as such representative. Having found that Teamsters unlawfully solicited membership of Maco's employees and entered into and implemented a collective-bargaining contract with Maco containg a union-security provision at a time when it did not represent an uncoerced majority of Maco's employees and the number of Maco's employees was not representative of its anticipated work force, I shall recommend that it cease and desist from giving effect to said contract, or to any modification, extension, renewal, or supplement thereto, and withdraw as representative of said employees unless and until certified by the Board as such representative. Having found that union dues were unlawfully deducted from the wages of Maco's employees on behalf of Teamsters, I shall recommend that Senese, Respondent Corporations, and Teamsters be ordered to jointly and severally reimburse all union dues to employees who joined Teamsters, with interest to be computed in the manner set forth in Seafarers International Union of North America, Great Lakes District, 138 NLRB 1142. Having found that Senese, Bocchino, and Respondent Corporations unlawfully ceased to recognize ILG as the bargaining representative of their employees in an appropriate unit, I shall recommend that they be ordered to recognize ILG as such representative and to maintain in. full force and effect the terms and conditions of the pending bargaining relationship between the Association and ILG and/or to any renewal contract negotiated, retroactive to February 15, 1967. In view of the nature and extent of Senese's unfair labor practices and his proclivity to engage in such practices, the danger exists that he will commit similar or other unlawful labor practices which will deprive employees of rights guaranteed under the Act. I, therefore, recommend that he and the Respondent Corporations be ordered to cease and desist from in any manner infringing upon the guaranteed rights of employees, and that the Board retain jurisdiction of Case 1-CA-5738 for the purpose of dealing appropriately with such possible eventualities. Upon the basis of the foregoing findings of facts and conclusions of law, and the entire record, and pursuant to Section 10(c) of the Act, I issue the following: RECOMMENDED ORDER A. Senco, Inc., Maco Clothing Corporation, H.M.S. Sportswear, Incorporated, and Bonnie Jaye Sportswear Co., Inc., and Henry Senese and Phyllis Bocchino, individually and as agents of said corporations, their officers, agents, successors, and assigns, shall: 1. Cease and desist from: (a) Encouraging membership of their employees in Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, or discouraging their membership in any other labor organization by discharging and/or refusing to reinstate them because of their union activities or affiliation, or in any other manner discriminating against their employees with respect to their hire or tenure of employment or any other term or condition of employment. (b) Giving effect to the agreement signed on November 14, 1966, with Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, or to any extension, renewal, modification, or supplemental or superseding agreement entered into with said Union. (c) Recognizing or bargaining with Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America as the collective-bargaining representative of their employees unless and until said Union has been duly certified by the Board as such representative. (d) Refusing to recognize the Boston Joint Board, International Ladies' Garment Workers Union, AFL-CIO, as the exclusive bargaining representative of their employees in the following appropriate unit: All production and maintenance employees, excluding office clerical employees and supervisors as defined in the Act, and to maintain in full force and effect the terms and conditions of the collective-bargaining agreement currently in effect between the aforesaid Union and the Associated Garment Contractors, Inc. (e) In any other manner interfering with, restraining, or coercing their employees in the exercise of their rights guaranteed in Section 7 of the Act. 2. Take the following affirmative action which is required to effectuate the policies of the Act: (a) Bargain collectively through Associated Garment Contractors, Inc., with Boston Joint Board, International Ladies' Garment Workers Union, AFL-CIO, as the exclusive bargaining representative of their employees in the above-described unit, and maintain in full force and effect the terms and conditions negotiated between said Union and the Associated Garment Contractors, Inc. (b) Withdraw and withhold all recognition from Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America as the bargaining representative of any of their employees, unless and until such labor organization shall have been certified by the Board as such representative. (c) Offer immediate and full reinstatement to Carmelino Amato, Mafalda Marsh, and the employees laid off by the closing of Senco's Meridian shop, without prejudice to their seniority or rights and privileges, and jointly and severally make them whole for any loss of pay each of them may have suffered because of their discharge in the manner and to the extent set forth in the section of this Decision entitled "The Remedy." (d) Jointly and severally with Respondent Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, reimburse all employees of Maco Clothing Corporation for union dues deducted from their wages on behalf of said Union, in the manner set forth in the section of the Decision entitled "The Remedy." (e) Notify the discriminatorily discharged employees if presently serving in the Armed Forces of the United States of their rights to full reinstatement upon application in accordance with the provisions of the Selective Service Act and the Universal Military Training and Service Act, as amended, after discharge from the Armed Forces. (f) Preserve and, upon request, make available to the Board or its agents, for examination and copying, all records necessary for the determination of backpay and the reimbursement of union dues. SENCO, INC. (g) Post at each of their operating plants , copies of the attached notice marked "Appendix A.""° Copies of said notice, on forms provided by the Regional Director for Region 1 , shall be posted by each Respondent or its representative , after being duly signed by its representative , immediately upon receipt thereof, and be maintained by it for 60 consecutive days thereafter, in conspicuous places, including all places where notices to employees are customarily posted . Reasonable steps shall be taken to insure that said notices are not altered, defaced, or covered by any other material. (h) Notify the Regional Director for Region 1, in writing, within 20 days from the receipt of this Decision, what steps have been taken to comply herewith." B. Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, its officers, agents, and representatives, shall: 1. Cease and desist from: (a) Threatening employees of Maco Clothing Corporation or of any other employer with discharge and/or promising them benefits in order to obtain their union affiliation. (b) Representing the employees of Maco Corporation as their exclusive bargaining representative unless and until certified by the Board as such representative. (c) Maintaining, enforcing, or otherwise giving effect to the collective-bargaining agreement entered into with Maco Clothing Corporation on November 14, 1966, 'or to any extension, renewal, modification, or supplemental or superseding agreement entered into with said Company. (d) In any like or related manner restraining or coercing employees of Maco Clothing Corporation or any other employer in the exercise of their rights guaranteed in Section 7 of the Act. 2. Take the following affirmative action which is deemed necessary to effectuate the policies of the Act: (a) Jointly and severally with Respondents Henry Senese, Senco, Inc., Maco Clothing Corporation, H.M.S. Sportswear, Incorporated , and Bonnie Jaye Sportswear, Inc., reimburse all employees of Maco Clothing Corporation for union dues deducted from their wages pursuant to its collective-bargaining agreement in the manner set forth in the section of this Decision entitled "The Remedy." (b) Post at its office wherever maintained, and at its meeting hall, copies of the attached notice marked "Appendix B.""7 Copies of said notice, on forms provided by the Regional Director for Region 1, shall be posted by Respondent Union's authorized representative, after being duly signed by its representative, immediately upon receipt thereof, and be maintained by it for 60 consecutive days thereafter, in conspicuous places, including all places where notices to members are customarily posted. Reasonable steps shall be taken by Respondent Union to insure that said notices are not altered , defaced, or covered by any other material. (c) Notify the Regional Director for Region 1, in writing, within 20 days from the receipt of this Decision, what steps have been taken to comply herewith." IT IS FURTHER RECOMMENDED that the complaint be dismissed insofar as it alleges violations not found herein. "In the event that this Recommended Order is adopted by the Board, the words "a Decision and Order" shall be substituted for the words "the Recommended Order of a Trial Examiner" in the notice. In the further 897 event that the Board's Order is enforced by a decree of a United States Court of Appeals, the words "a Decree of the United States Court of Appeals Enforcing an Order" shall be substituted for the words "a Decision and Order." "In the event that this Recommended Order is adopted by the Board, this provision shall be modified to read : "Notify said Regional Director, in writing, within 10 days from the date of this Order , what steps Respondent has taken to comply herewith " "See fn . 60, supra. "See fn 61, supra APPENDIX A NOTICE TO ALL EMPLOYEES Pursuant to the Recommended Order of a Trial Examiner of the National Labor Relations Board, and in order to effectuate the policies of the National Labor Relations Act, as amended, we hereby notify our employees that: WE WILL NOT maintain in effect or enforce our collective-bargaining agreement dated November 14, 1966, with Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America. WE WILL NOT recognize or bargain with the aforesaid Union as the collective-bargaining representative of our employees unless and until said Union has been duly certified by the Board as the exclusive representative of our employees. WE WILL offer Carmelino Amato, Mafalda Marsh, and the employees of Senco, Inc.'s Meridian shop, who were laid off when that shop was closed down, immediate reinstatement to their former or substantially equivalent positions without prejudice to their seniority and other rights and privileges, and make each of them whole for any loss of pay they may have suffered as the result of the discrimination against them. WE WILL jointly and severally with Local 841, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, reimburse the employees of Maco Clothing Corporation for any union dues which were deducted from their wages on behalf of said Union. WE WILL NOT encourage membership of any of our employees in the aforesaid Union or discourage their membership in any other labor organization by discharging or in any other manner discriminating against them in regard to their hire or tenure of employment or any term or condition of employment. WE WILL maintain in full force and effect the terms and conditions of the collective-bargaining agreement negotiated between the Associated Garment Contractors, Inc., and Boston Joint Board, International Ladies' Garment Workers Union, AFL-CIO. WE WILL NOT in any other manner interfere with, restrain, or coerce our employees in the exercise of rights guaranteed in Section 7 of the Act, except to the extent that such rights may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized by Section 8(a)(3) of the Act. 898 DECISIONS OF NATIONAL LABOR RELATIONS BOARD All our employees are free to become or remain, or to refrain from becoming or remaining, members of any labor organization. SENCO, INC. (Employer) Dated By Dated By Dated By Dated By (Representative) (Title) MACO CLOTHING CORPORATION (Employer) (Representative) (Title) H.M.S. SPORTSWEAR, INCORPORATED (Employer) (Representative) (Title) BONNIE JAYE SPORTSWEAR Co., INC. (Employer) (Representative) (Title) Dated Henry Senese Dated Phyllis Bocchino Note: Notify Carmelino Amato , Mafalda Marsh, and any of the employees laid off at Senco' s Meridian shop upon its closing, if presently serving in the Armed Forces of the United States of their rights to full reinstatement upon application in accordance with the Selective Service Act and the Universal Military Training and Service Act, as amended , after discharge from the Armed Forces. This notice must remain posted for 60 consecutive days from the date of posting , and must not be altered, defaced, or covered by any other material. If employees have any question concerning this notice or compliance with its provisions , they may communicate directly with the Board's Regional Office, 20th Floor, John F . Kennedy Federal Building , Cambridge and New Sudbury Streets, Boston , Massachusetts 02203, Telephone 223-3300. APPENDIX B NOTICE TO ALL MEMBERS OF LOCAL 841, INTERNATIONAL BROTHERHOOD OF TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND HELPERS OF AMERICA Pursuant to the Recommended Order of a Trial Examiner of the National Labor Relations Board, and in order to effectuate the policies of the National Labor Relations Act, as amended, we hereby notify you that: WE WILL NOT threaten employees of Maco Clothing Corporation or any other employer with discharge and/or promise them benefits in order to obtain their union affiliation. WE WILL NOT represent the employees of Maco Clothing Corporation as their exclusive bargaining representative unless and until certified by the Board as such representative. WE WILL NOT maintain, enforce, or otherwise give effect to the collective-bargaining agreement entered into with Maco Clothing Corporation on November 14, 1966. WE WILL jointly and severally with Henry Senese, Senco, Inc., Maco Clothing Corporation, H.M.S. Sportswear, Incorporated , and Bonnie Jaye Sportswear Co., Inc., reimburse all employees of Maco Clothing Corporation for union dues deducted from their wages on our behalf. WE WILL NOT in any like or related manner restrain or coerce employees of Maco Clothing Corporation or any other employer in the exercise of their rights guaranteed in Section 7 of the Act. LOCAL 841, INTERNATIONAL BROTHERHOOD OF TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND HELPERS OF AMERICA (Labor Organization) Dated By (Representative) (Title) This notice must remain posted for 60 consecutive days from the date of posting , and must not be altered, defaced, or covered by any other material. If members have any question concerning this notice or compliance with its provisions, they may communicate directly with the Board' s Regional Office, 20th Floor, John F . Kennedy Federal Building, Cambridge and New Sudbury Streets, Boston, Massachusetts 02203, Telephone 223-3300.