Jo-Vin Dress Co., Inc. And Villa Fashions, Inc.

JO-VIN DRESS CO. Jo-Vin Dress Company, Inc. and Villa Fashions, Inc. and Local 185, International Ladies' Garment Workers' Union . Case 4-CA-13183 28 April 1986 DECISION AND ORDER BY CHAIRMAN DOTSON AND MEMBERS DENNIS AND JOHANSEN On 24 September 1984, Administrative Law Judge Lowell Goerlich issued the attached deci- sion. The Respondent filed exceptions and a sup- porting brief. The General Counsel and the Charg- ing Party filed cross-exceptions and supporting briefs. The National Labor Relations Board has delegat- ed its authority in this proceeding to a three- member panel. The Board has considered the decision and the record in light of the exceptions and briefs and has decided to affirm the judge's rulings, findings,' and conclusions, as modified, and to adopt the recom- mended Order as modified.2 ORDER The National Labor Relations Board adopts the recommended Order of the administrative law judge as modified below and orders that the Re- spondent, Jo-Vin Dress Company, Inc., and Villa Fashions, Inc., Shenandoah, Pennsylvania, its offi- cers, agents, successors, and assigns, shall take the action set forth in the Order as modified. 1. Substitute the following as paragraph 1(a). "(a) Refusing to recognize and bargain with Local 185, International Ladies' Garment Workers' Union and Dressmakers' Joint Council ILGWU, AFL-CIO, as the exclusive representative of its i The Respondent has excepted to some of the judge's credibility find- ings The Board's established policy is not to overrule an administrative law judge's credibility resolutions unless the clear preponderance of all the relevant evidence convinces us that they are incorrect Standard Dry Wall Products, 91 NLRB 544 (1950), enfd 188 F2d 362 (3d Cir 1951) We have carefully examined the record and find no basis for reversing the findings The judge made several inadvertent errors in the statement of facts in the portion of the decision entitled "Section III The Unfair Labor Prac- tices." Thus, the correct date of the letter described in par 2 of this sec- tion is 16 August 1982 , and the date the resignation took effect is 17 August 1982. Similarly, the correct date of the meeting described in par. 6 of this section is 2 August 1982, and in par 7 , the date employees ap- peared for their final paychecks is 20 August 1982 2 The General Counsel has excepted to the judge 's failure to order the Respondent to recognize and bargain with the Dressmakers ' Joint Coun- cil ILGWU, AFL-CIO, as well as Local 185 The record shows that the Dressmakers' Joint Council negotiated and executed the expired 1979- 1982 contract, the Memorandum of Agreement of 14 June 1982 , and the 1982-1985 contract on behalf its affiliated locals, including Local 185 The record also shows that the Dressmakers' Joint Council and its affili- ates, including Local 185, are referred to collectively as the "Union" in the contracts We thus find merit to the General Counsel's -exceptions and have modified the recommended Order accordingly 525 employees in the appropriate unit with respect to wages, hours, working conditions, or other terms and conditions of employment of the employees, and refusing to honor the existing agreement appli- cable to those employees." 2. Substitute the attached notice for that of the administrative law judge. APPENDIX NOTICE To EMPLOYEES POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government WE WILL NOT refuse to recognize and bargain with Local 185, International Ladies' Garment Workers' Union and Dressmakers Joint Council, ILGWU, AFL-CIO, as the exclusive representa- tive of our employees in the appropriate unit with respect to wages, hours, working conditions, or other terms and conditions of employment of the unit employees, and refuse to honor the extension agreement. WE WILL NOT discourage membership in the Union, or any other labor organization, by con- structively discharging our employees through the imposition of illegal conditions of employment, or by otherwise discriminating against any of you in regard to hire, tenure of employment, or other terms and conditions of employment. WE WILL NOT unlawfully bypass the Union by dealing directly with you. WE WILL NOT in any like or related manner interfere with, restrain, or coerce you in the exer- cise of the rights guaranteed you by Section 7 of the Act. WE WILL offer Sara Alex, Mary Arant, Helen Arlu Kowicz, Florence Blewis, Adele Blum, Clara Bobbin, Carol Boris, Helen Fell, Helen Gatenis, Teofil Galezniak, Helen Greenwalt, Wanda Gruca, Sophie Karas, Ronald Kiselewski, Joanne Kova- lich, Joann Milefsky, Margaret Pancerella, Bonnie Remaley, Winifred Roche, Mary Ellen Rowan, Mary Vevasis, Betty Yedsena, and Mary Yudinsky immediate and full reinstatement to their former jobs or, if those jobs no longer exist, to substantial- ly equivalent positions, without prejudice to their seniority or any other rights or privileges previous- ly enjoyed and WE WILL make them whole for any loss of earnings and other benefits resulting from their discharge, less any net interim earnings, plus interest. WE WILL comply with the terms and conditions of the collective-bargaining extension agreement between the Union and the Northeast Apparel As- sociation, Inc. retroactively to 20 August 1982, and 279 NLRB No. 73 526 DECISIONS OF NATIONAL LABOR RELATIONS BOARD prospectively until such time as its obligations thereunder have been fully satisfied, including making the appropriate trust funds, the employees, and the Union whole. WE WILL, on request, bargain with the Union and put in writing and sign any agreement reached on terms and conditions of employment for our employees in the bargaining unit: All nonsupervisory production (excluding patternmakers), maintenance, packing and shipping workers employed by Jo-Vin Dress company, Inc. and its alter ego Villa Fashions, Inc., Shenandoah, Pennsylvania but excluding clerical employees, guards and supervisors as defined in the Act. JO-VIN DRESS COMPANY, INC., AND VILLA FASHIONS, INC. Phyllis H. Allen, Esq., for the General Counsel. Alvin B. Marshall, Esq., and Paul J. Datte Esq., of Potts- ville, Pennsylvania, for the Respondent. Charles W Johnston, Esq., of Harrisburg, Pennsylvania, for the Charging Party. DECISION STATEMENT OF THE CASE LOWELL GOERLICH, Administrative Law Judge. The charge filed by Local 185, International Ladies' Garment Workers' Union (the Union) on September 1, 1982, was served on Jo-Vin Dress Company, Inc. and Villa Fash- ions, Inc., (Jo-Vin and Villa, respectively) on September 8, 1982. An amended charge was filled on September 30, 1982, and served on the same parties by certified mail on October 4, 1982. The second amended charge was filed October 20, 1982, and served on the same parties by cer- tified mail on October 26, 1982. A complaint and notice of hearing was issued on March 23, 1984. In the complaint it was alleged that the Respondents violated Section 8(a)(1), (3), and (5) of the National Labor Relations Act (the Act), among other things, by withdrawing recognition of the Union, effecting unilater- al changes in wages and conditions of employment, un- lawfully causing the termination of employees, and refus- ing to abide by the terms of a contract between the Re- spondents and the Union. Jo-Vin and Villa filed separate timely answers denying that they had engaged or were engaging in the unfair labor practices alleged. The case came on for hearing in Hazleton, Pennsylva- nia, on June 25 and 26, 1984 . Each party was afforded a full opportunity to be heard, to call, to examine and cross-examine witnesses, to argue orally on the record, to submit proposed findings of fact and conclusions, and to file briefs. All briefs have-been carefully considered. On the entire record, and from my observation of the witnesses and their demeanor, I make the following FINDINGS OF FACT, CONCLUSIONS, AND REASONS THEREFOR 1. THE BUSINESS OF JO-VIN AND VILLA Jo-Vin is, and has been at all times material herein, a corporation duly organized under, and existing by virtue of, the laws of the Commonwealth of Pennsylvania, and until August 20, 1982, was engaged in the manufacture of women's apparel from its facility located at Washing- ton and Bower Streets Shenandoah, Pennsylvania. Villa is, and has been at all times material herein, a corporation duly organized under, and existing by virtue of, the laws of the Commonwealth of Pennsylvania since August 19, 1982, and since August 23, 1982, has been en- gaged in the manufacture of women's apparel from a plant located at Washington and Bower Streets, Shenan- doah, Pennsylvania.I At all material times herein Jo-Vin and Villa, in the course and conduct of their business operations, manu- factured and shipped goods valued in excess of $50,000 directly to points outside the Commonwealth of Pennsyl- vania. At all material times herein Jo-Vin and Villa were em- ployers engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act. II. THE LABOR ORGANIZATIONS INVOLVED Dressmakers Joint Council, ILGWU, AFL-CIO, its constituent Locals, and Locals in New Jersey Region, Northeast, Western Pennsylvania and Ohio Department, New England Region, Eastern Pennsylvania Region (in- cluding Local 185, the Charging Party herein), and New York State District are, and have been at all times mate- rial herein, labor organizations within the meaning of Section 2(5) of the Act. III. THE UNFAIR LABOR PRACTICES The parties stipulated: That Joseph Tancredi and Isabella Tancredi, his wife, were the only stockholders of Jo-Vin and held the posi- tions of president and secretary-treasurer, respectively. That Joseph Tancredi was in charge of the day-to-day operations of Jo-Vin. That Jo-Vin was and Villa is a manufacturer of ladies' garments, not for their own account but as a contractor performing work for other manufacturers known as job- bers.2 That the jobbers which currently contract with Villa are completely different from the contractors which for- merly contracted with Jo-Vin. That at no time after the transfer of the assets of Jo- Vin to Villa did the Union request Villa to bargain col- lectively over terms and conditions of employment. That the unit set forth in the contract between the Northeast Apparel Association, Inc. and Dressmakers ' The foregoing facts were stipulated 2 Jobbers supply work to the contractor Tancredi testified, "They send us the goods and all the trim and the specifications, how they want the garment made We make it, we send it back to them and they sell it." JO-VIN DRESS CO. 527 Joint Council (of which Local 185 is a part) is an appro- priate unit for the purposes of collective bargaining. First: Jo-Vin had been a member of the Northeast Ap- parel Association , Inc., through which Jo-Vin bargained with Dressmakers Joint Council, of which Local 185 was a member since January 27, 1973. Jo-Vin resigned from the Association by letter dated August 15, 1982 ; the res- ignation was to become effective as of August 15, 1982. Thereafter by letter dated August 19, 1982, Ben Glad- stone, executive director of the Association , informed the Dressmakers Joint Council of Jo-Vin' s resignation from the Association . The last complete labor agreement be- tween the Dressmakers Joint Council and the Associa- tion prior to Jo-Vin's resignation was executed on June 1, 1979. It expired on May 31, 1982. According to Gladstone, at the time of the expiration of the agreement the Dressmakers Joint Council and the Association were engaged in negotiating a new agree- ment.3 On June 14, 1982, an agreement was executed between the Northeast Apparel Association and the International Ladies' Garment Workers' Union, for and on behalf of its affiliated locals (one of which was Local 185) within the Northeast, Western Pennsylvania and Ohio Depart- ment, and the Eastern Pennsylvania Region . It provided for wage increases, minimums, benefit funds, bereave- ment pay , cost of living, substandard, and term . Its expi- ration date was May 31, 1985. Gladstone referred to this agreement as an extension of the contract . Gladstone ex- plained in respect to the June 14, 1982 agreement, "There was nothing new for the members to abide by except under the old agreement because the first increase that went in effect, was effective on December 6, 1982. But they abided by every portion of the agreement that ex- isted." (Emphasis added.) Thus, the June 1, 1979 agree- ment, as modified by the June 14, 1982 agreement, became the contract between the Association (which in- cluded Jo-Vin) and the Union. It is significant in this re- spect that Jo-Vin, complying with the contract, forward- ed dues for July and August 1982 to the Union in con- formity with the checkoff provisions of the June 1, 1979 contract. Subsequent to June 14, 1982, the Association and the Dressmakers Joint Council agreed to a complete and final contract. The agreement was retroactive to June 1, 1982; the expiration date was May 31, 1985. On July 17, 1982, during the vacation period, Tancredi scheduled a meeting of Jo-Vin's employees. All employ- ees attended except union stewards Mary Vevasis and Clara Bobbin. Tancredi told the employees that he was not going nonunion and was "sick" of rumors to that effect. He said that he called the meeting because the Union had scheduled a meeting and he thought that Thomas Mathews, union district manager, would fill the employees' heads full of lies about the health and welfare payments (Jo-Vin was delinquent in these payments). Tancredi said, "I was concerned that he was going to have the girls strike me when vacation was over." Toward the end of the meeting Mathews walked in and asked if he could hold a meeting. Tancredi assented. Ac- cording to Tancredi, Mathews declared, "Girls, I want to tell you that 22 percent contribution is included in the price of the garment . We have other contractors doing non-union work. [Jo-Vin was doing nonunion work.] They are doing it and there is no reason Joe can't do it." Tancredi stopped him and called him a "liar" and told him to get out. Mathews left. On August 17, 1982, Tancredi held another meeting of his employees at which time he told them Jo-Vin was "closing down." Employee Ruth Becker testified that Tancredi told the employees that "he don't know how he was going to meet the Union's demands anymore ... . He was going to keep working until we ran out of work" at which time he would have to go out of busi- ness. Employee Julie Thomas remembered Tancredi saying that "he was in trouble with the Union for the Health and Welfare benefits and that when we finished the work that we had there was going to be no longer a Jo-Vin." Patricia Alshefski testified that Tancredi said that he "couldn't meet the payments of the Health and Welfare any more and as soon as the work was finished that was in the shop, Jo-Vin was closing down." On August 29, 1982, when the employees appeared for their last paychecks from Jo-Vin, Tancredi told them that "Jo-Vin was sold to Villa and Villa would operate nonunion." Tancredi further related to the employees that Villa was retaining him as general manager and that he would be a worker like they were and "Villa is offer- ing everyone in the place a job at Villa." Tancredi ex- plained the conditions of employment as follows: Villa offered the employees 9 paid vacation days instead of 11, the same union piece rate, the same union minimum, a hospitalization plan comparable to the Blue Cross plan which they had with the Union, 1-week paid vacation in July and they would be allowed to sign up for the second-week paid vacation in July as they had when they were under the Union. If they wanted hospitaliza- tion and if they allowed Villa to retain the $11 dues they were paying to the Union, Villa would pay the remain- der of the premium. Time workers' wages were reduced from $4.82 an hour to $4.35 an hour. (Thereafter these employees talked to Tancredi; he raised the rate to $4.60.) Employees were not to receive a drug program or retirement benefits. On August 20, 1982, Vincent Rosato, local business agent, "happened to be going into the shop " as Tancredi and his wife were coming out. According to Rosato, Tancredi said that "he was going nonunion" and that he had "told the girls that who ever wanted to work Monday, that the shop would be open for those who wanted to work." Rosato responded that pickets would be "around the factory" on Monday.4 Pickets appeared around the plant on Monday. At the time Jo-Vin closed, Jo-Vin was experiencing fi- nancial difficulties which were aggravated by the con- tractual requirement that it make payments into the health and welfare fund. The payments were required if 4 Rosato was asked, "Did you ask him the reason why he was going to close Jo-Vin? a The Respondent admits that contract negotiations had commenced A No I figured, you know, with the Health and Welfare, that he pnor to the withdrawal of Jo-Vin from the Association (Br 18) couldn't pay the Health and Welfare or something like that." 528 DECISIONS OF NATIONAL LABOR RELATIONS BOARD a contractor-employer, such as Jo-Vin, did business with nonunion jobbers. Such requirement was not in effect for the contractor who did work with union jobbers. Jo- Vin's only customers, David Brooks and Emily, were nonunion jobbers . Thus, Jo-Vin was required to make health and welfare payments. At the time of the closure Jo-Vin owed more than $50,000 in delinquent health and welfare payments. Being unable to meet these payments Jo-Vin tried to get help from the Union. Tancredi "pleaded" with the Union to get him union customers. His pleas produced no new customers . Notwithstanding, Mathews continued his ag- gressive attempts to collect Jo-Vin's arrearages to the health and welfare fund. Mathews had several meetings and telephone conversations with Tancredi. He sent him letters by certified mail. Finally, he secured a judgment note from his attorneys for $50,000 which he insisted that Tancredi personally sign. Tancredi refused to sign the note. Jo-Vin's last payments to the health and welfare fund were in June and July 1982 at which time it made pay- ments for work performed by employees in April 1982. Subsequently a judgment was obtained in a Federal court for Jo-Vin's arrearages to the fund. According to Tancredi, Jo-Vin's payments to the health and welfare fund were 22 percent of its payroll. The payments ran $10,000 a month, which was more than the Company had ever made as profit. Tancredi in- formed the union representatives that if he could not get union work, he could not "continue like this." Of Math- ews, Tancredi testified, "Dealing with Mr. Mathews was useless because he just didn't want to hear anything, all he wanted was money." Tancredi contacted Marty Berger, a higher union rep- resentative, whom he told that he could not "continue in business paying this kind of percentage." Berger's re- sponse was, as testified by Tancredi, "If I would just make an attempt to show them I was paying something on it, they would go along with that but I must keep current with the work that was going through." This af- forded Jo-Vin no relief. Tancredi, nevertheless, went to the jobber and asked for more money. He "needed two dollars and seventy five cents more on a garment to be able to pay the 22 percent." "The jobber laughed in my face." At the same time J-Vin owed the Pennsylvania Unem- ployment Compensation Fund $42,000. Although pay- ments were arranged to liquidate the arrearage , Jo-Vin could not always meet these payments. Jo-Vin also was 6 months behind on mortgage payments on a $126,000 mortgage. Mortgage payments were around $1900 a month. On August 10, 1982, the assets of Jo-Vin were pur- chased by Villa. The purchase price was set at $170,000, a figure set by an accountant's evaluation. The buyer as- sumed the following debts , i.e., a mortgage in the amount of $126,359.90 and unpaid Pennsylvania Unem- ployment Compensation taxes in the amount of $42,036. Jo-Vin's equity was set at $1605. Payments to the health and welfare fund in the amount of over $50,000 were not assumed by the purchaser.5 On the basis of the foregoing figures on August 10, 1982, Jo-Vin was obviously insol- vent. These facts raise the question whether Jo-Vin's resig- nation and withdrawal from the multiemployer unit was timely and permissible.6 The Board has said in the case of Hi- Way Builders, 206 NLRB 22 (1973): The Board has long held that a multiemployer bargaining unit can constitute an appropriate unit. As opposed to other units, a multiemployer unit is a unit based on consent of the parties, and it is estab- lished by an unequivocal agreement by the parties to be bound by group action or by a controlling his- tory of bargaining on such a basis. Once the multi- employer unit is established, the employer members and the union are subject to the rules the Board set forth in Retail Associates, Inc. [120 NLRB 388 (1958).] In Retail Associates, the Board set forth rules gov- erning the withdrawal of an employer or a union from multiemployer bargaining. Prior to the begin- ning of negotiations, withdrawal could only be ef- fected by an unequivocal written notice expressing a sincere intent to abandon, with relative permanen- cy, the multiemployer unit, and to pursue negotia- tions on an individual employer basis. Once negotia- tions had actually begun, withdrawal could only be effected on the basis of "mutual consent" or when "unusual circumstances" were present. Thus, an em- ployer's withdrawal after bargaining has com- menced is effective only if acquiesced in by the union or if justified by "unusual circumstances." In the same case the Board further opines- In cases after Retail Associates, the Board has lim- ited application of the term "unusual circumstances" to those cases in which the withdrawing employer has been faced with dire economic circumstances, i.e., circumstances in which the very existence of an employer as a viable business entity has ceased or is about to cease. Thus, the Board has held that an employer may withdraw from a multiemployer bar- gaining association after negotiations with the union have begun where the employer is subject to ex- treme economic difficulties which result in an ar- rangement under the bankruptcy laws; where the employer is faced with the imminent prospect of such adverse economic conditions as would require it to close its plant; or where the employer is faced with the prospect of being forced out of business for lack of qualified employees to do the job and the union refuses to assist the employer by provid- ing replacements for the employees he lost 5 Figures admitted in evidence indicate that Jo-Vin owed payments of $50,231 57 for the period March 14, 1981, to April 24, 1982, to the health and welfare fund 6 The Respondent thus phrases the question "Was the resignation of Jo-Vin Dress Company, Inc from the Northeast Apparel Association, Inc timely and proper?" (Br I ) JO-VIN DRESS CO The instant case falls within the class of cases in which an employer is faced with the imminent prospect of such adverse economic conditions as would require it to close its plant. Thus the Board's holding in Spun-Jee Corp., and James Textile Corp., 171 NLRB 557 (1968), govern this case As in the Spun-Jee case, here Jo-Vin was in dire fi- nancial distress which was brought to the attention of the Union. Indeed the Union's intransigence in light of Jo-Vin's serious economic situation offered the Employer little choice except to suspend operations. Beset with this prospect, unusual circumstances existed which justified Jo-Vin's withdrawal from the Association and the multi- employer unit. Accordingly, Jo-Vin's withdrawal from the Association and the multiemployer unit was not un- timely but was valid and effective. Since the contract be- tween the Northeast Apparel Association, Inc. and Dressmakers Joint Council, executed in October 1982 (its term being retroactive from June 1, 1982, to May 31, 1985), was not in effect at the time of Jo-Vin's lawful withdrawal from the multiemployer bargaining unit, and because of Jo-Vin's withdrawal from the Association, the Association could not bind Jo-Vin, and such contract was not binding on Jo-Vin; however, Jo-Vin was not re- leased from any obligation by which it was bound at the time it resigned from the Association and withdrew from the multiemployer unit. (See infra.) Second: Dominick Amato, age 33 (Tancredi was 51 years old), was the sole stockholder of Villa, its presi- dent, and a close friend of Tancredi. Amato had practi- cally no expenence in the ladies' garment industry al- though he requested Tancredi to survey a couple of gar- ment plants with an idea of purchasing them. He was "self-employed in the vending machine business," secre- tary of Mianic Realty Corporation in Shenandoah, Penn- sylvania, and he was employed at Reading Anthracite "as a consultant in the coal industry to them." He visits Villa about three times a week. His relationship with Villa is minimal. He has known Tancredi since child- hood. He relies on Tancredi to run Villa. "I left every- thing to Joe." Villa entered into a contract with Tancredi dated August 23, 1982, by which Tancredi was hired as execu- tive vice president and general manager of the Company for a period of 5 years. For the first year Tancredi's salary was set at $25,000; $5000 a year increase followed. Bonuses were provided "as the Company may from time to time provide." (Jt. Exh. 4.) The full value of the con- tract in wages was $175,000.7 According to Amato, Tancredi made all the basic de- cisions in running the day-to-day operations of Villa. Tancredi signed the checks. He obtained the customers for Villa. Amato testified, "I let Joe handle every- 7 Under the contract Villa had the right to extend the contract for ad- ditional ] -year periods on not less than 3 months' written notice to Tan- credi Villa was also permitted to terminate the contract on 90 days' writ- ten notice, however, in this event Tancredi would receive severance pay equal to the annual salaries provided in the unexpired agreement Consid- enng that Amato was unable to raise $25 ,000 working capital, it seems apparent that Tancredi reserved for himself the management of Villa for at least 5 years 529 thing."8 "[H]e's running the business . That is the bottom line of it." "[O]f course I am not that familiar with the dress factory, or the manufacturing business . He has the expertise." Tancredi testified that "in all cases" Amato "goes along" with his "expertise." , Amato explained how he happened to get involved in Villa. During the early Spring , Joe was telling me what a hard time he has having and , you know, we would meet socially once in a while. I would talk to him on the street and we go to the same church and he was telling me that he was having a hard time. So, one day I asked him if he was ever going to do anything to let me know it. About his busi- ness. So, around the beginning of August-the exact date I don't know, he told me he is just fed up with the business. I said that's fine, let's make some ar- rangements to let my accountant see your books and we'll see what it's worth. That's how we came to an agreement that I was going to buy Mr. Tan- credi's business. 10 Villa Fashion, Inc. was incorporated on August 10, 1982, for the purpose of acquiring Jo-Vin's properties. All the assets of Jo-Vin were purchased by Villa by an agreement dated August 10, 1982, for $170,000. The cash consideration was $1605, the difference between the pur- chase price and the obligations on a mortgage and a debt to the Pennsylvania Unemployment Compensation Fund, which Villa assumed. Amato, for Villa as president, signed a promissory note dated November 19, 1982, for the $1605.11 For operating expenses for Villa, Tancredi issued a personal check dated August 27, 1982; to Amato for $25,000. Amato issued a personal check on August 31, 1982, to Villa for $25,000. Amato had signed an unse- cured personal promissory note to Tancredi dated August 27, 1982, due December 31, 1982, for the $25,000. Amato issued a check dated December 30, 1982, for $25,000 to Tancredi, apparently in payment of the note. Although the note provided for 10-percent interest, the interest was not included in the check. Amato testi- fied that he paid the note with money borrowed from his father-in-law. At the time the foregoing agreement was consummat- ed, the land, building, machinery, and equipment of Jo- Vin was titled in Schuylkill County Industrial Develop- ment Authority and was being purchased by Villa pursu- ant to an installment sale agreement, proceeds of which were financed by Miners National Bank of Shenandoah 8 Amato did not know what services Isabella Tancredi , Tancredi's wife, who was on Villa's payroll, performed for the Company or that she was on the payroll ° Some of Amato's later testimony seems to be inconsistent with the foregoing The foregoing is credited 10 Tancredi testified that he had related to Amato that he "thought that Villa Fashion would be able to operate if it didn't have any obliga- tion to the Health and Welfare fund " I consider Amato's story to have been fabricated ii Apparently neither the purchase price was paid nor security for it was provided at the closing of the sale. The promissory note was execut- ed after the charge was filed in this case 530 DECISIONS OF NATIONAL LABOR RELATIONS BOARD (the Bank). In the installment sale agreement Jo-Vin was restrained from selling the above -described assets with- out the consent of the Development Authority and the Bank. Among other things the consent provided: It is proposed that the transfer of assets be struc- tured so that Jo-Vin will transfer to Villa Fashions all of its rights and equities, and all of its duties and obligations, under the Installment Sale Agreement, with no change whatsoever in the collateral ar- rangements between SCIDA, Jo-Vin and the Bank. The Bank would continue to hold a first lien securi- ty interest on all of the machinery and equipment being transferred to Villa Fashions , a first mortgage on the land and building being transferred to Villa Fashions, and Joseph and Isabel Tancredi, the princi- pal stockholders of Jo- Yin, would continue to be guar- antors of the obligations to SCIDA and the Bank. All other collateral arrangements between Jo-Vin, the Tancredis and the Bank and SCIDA would remain intact, except that Villa Fashions would assume the obligations of Jo-Vin for the payment and perform- ance of these obligations . [Emphasis added.] 12 [Jt. Exh. 7(a).] Villa commenced the operation of Jo-Vin's properties under Tancredi as manager on August 23, 1982 . Villa op- erated under the same supervisors and substantially the same employee complement with the same equipment, in the same building with the same phone number, and serviced the same customers with the same type prod- ucts. Its business purpose, mode of operation, and man- agement were the same. Prior to August 20, 1982, Tan- credi had approached Jo-Vin's customers Emily and David Brooks. According to Tancredi he was advised that "as long as you are going to be the supervisor there," he would be sent work . He testified that Villa "got the work" because of his connection with Villa, "the same floor lady, the same supervision and most of the same operators ." Work was obtained from Emily on either August 19 or 20. Tancredi 's wife continued to work for Villa where she did the same work she did for Jo-Vin. Tancredi testified that he was "responsible for the total start-up of Villa." As noted above, no cash passed in the purchase and Tancredi furnished the working capital of $25,000. 13 From the start of the business until the end of 1982 Tancredi drew only $800 as salary . For the full year of 1983 he drew only $16 ,000, short of the amount due him under his written working agreement, all of which was unknown to Amato. 14 12 In view of Tancredi 's acumen as a business man (as is revealed in the record), the record is barren of any valid explanation of his conduct in furnishing Amato $25,000 working capital without security and only on Amato's promise, and guaranteeing Villa's obligations to the Bank and SCIDA except the explanation that it was not an arm's-length deal 1' In this regard Amato testified, "I didn't just have to depend on him [Tancredi], I could have gotten it someplace else I just didn't want to put myself in the hole at the time " 14 Tancredi explained as follows, "The reason I didn 't take a salary is because Villa just couldn 't afford to pay me and I was very interested in seeing Villa successful because of Dominic 's involvement in it This is why I didn't take a salary There was no money to take, so how was I Both Villa and Jo-Vin used the same attorney and ac- countant . According to Tancredi , Amato "goes along" with his expertise "in all cases." According to Amato, Tancredi's salary was negotiated and set through Villa's accountant who was also Jo-Vin's accountant. Amato testified, "Everything was negotiated through my accountant . . . . I knew what was going on. I don't know the nitty-gritty of everything." Villa is presently paying on Jo-Vin's delinquent oil bill of $12,000 although the payment of such bill was not mentioned or assumed in the purchase agreement. The bill has been reduced by Villa to $2000. On September 27, 1982, the Herald newspaper pub- lished a letter from Tancredi signed as "Villa manager," which was admitted into evidence without objection. Among other things Tancredi wrote , "Jo-Vin was a faithful union shop. We stayed with the ILGWU as long as possible, but it became evident that the union leaders would rather see us go bankrupt than agree to a payment under which we could keep the union members working and meet our own bills. It was then that we had to make a choice-either sever relations with the union , or pay what the union demanded and lose everything invested in the business, including the jobs of employees who depended on Jo-Vin for their paychecks ." (Emphasis added.) (G.C. Exh. 7.) In the case of Advance Electric, 268 NLRB 1001, 1002 (1984), the Board set forth the following as the proper standard which is utilized by the Board and the courts to determine whether two facially independent employers constitute alter egos for the purposes of the Act: The legal principles to be applied in determining whether two factually separate [employers] are in fact alter egos are well settled. Although each case must turn on its own facts, we generally have found alter ego status where two enterprises have "sub- stantially identical" management, business purpose, operation, equipment , customers, and supervision, as well as ownership. The Board continues, "Other factors which must be considered in determining whether an alter ego status is present in a given case include `whether the purpose behind the creation of the alleged alter ego was legiti- mate or whether, instead, its purpose was to evade re- sponsibilities under the Act."' The credited facts in the case meet all these standards except perhaps the standard of substantially identical ownership. Facially Tancredi, who owned Jo-Vin, had no stock ownership in Villa. All stock of record was owned by Amato. However, the credited facts in this case established that beyond a reasonable doubt Villa was formed as a sham and a coverup for the purpose of allowing Tancredi to operate Jo-Vin's properties non- union, repudiate its bargaining obligations to the Union, and avoid future payments into the health and welfare fund to which it was then obligated. Amato was both a willing and knowing participant in this conspiracy Thus going to take it1 I was satisfied, it was of my own doing [Emphasis added ] Dominic didn't even know that I wasn't taking a salary " JO-VIN DRESS CO. there was here no true change of ownership. Amato as- sumed a "straw man" role for Tancredi. Under these cir- cumstances; when all participants were bent on frustrat- ing and avoiding the Act's purposes and policies, the alter ego concept must be accommodated for otherwise by the devious device herein employed, an employer, without restraint, could avoid the duties and legal re- sponsibilities cast on it by the Act by setting up a dummy corporation (here with the assistance of a friend) and still retain the management, control, and increments of its properties and goodwill. Moreover, there is no credible evidence that this was an arm 's-length deal. Tancredi was its architect and its beneficiary.15 Indeed in light of the business savvy disclosed by Tancredi in the record, it is incredulous that Tancredi would surren- der a business which he had nurtured for many years and which no doubt represented his major life's effort for a consideration of $1605 and also supply working capital of $25,000 to the successor without any security, except promises. Moreover, it is equally incredulous that a person, other than one who retained an ownership inter- est, would have guaranteed a loan for the purchase of his business and would have foregone a substantial part of his salary as did Tancredi. Indeed considering the finan- cial plight of Jo-Vin, Tancredi had much to gain and Amato little or nothing. Surely the corporate veil is not so tightly drawn as to cloak the kind of chicanery here evidenced. 16 Moreover, "substantial identical" ownership, is not nec- essarily an ingredient in an alter ego relationship . "[The] test of alter ego status is a flexible one, such that lack of identical corporate ownership will not bar a finding of alter ego status." NLRB v. Campbell-Harris Electric, Inc., 719 F.2d 292 (8th Cir. 1983). The Board has said, "[W]e have found that an alter ego relationship existed even though no evidence of actual common ownership was present. See, e.g., American Pacific Concrete Pipe Co., 262 NLRB 1223, 1226 (1982)." All Kind Quilting, 266 NLRB 1186 fn. 4 (1983). In the case of Fugazy Continental Corp. v. NLRB, 725 F.2d 1416, 1420 (D.C. Cir. 1984), the court opined: "In any event, common ownership is not an absolute prereq- uisite to a finding of alter ego status." See also J.M. Tanaka Construction v. NLRB, 675 F.2d 1029 (1982); NLRB v. Scott Printing Corp., 612 F.2d 783 (3d Cir. 1979). As was said in the case of Iowa Express Distribution v. NLRB, 739 F.2d 1305 (8th Cir. 1984): 16 Among the benefits Tancredi bestowed on himself were the reten- tion of effective control over the operations of Villa by tying it down by a 5-year contract under which he exercised the duties of general manager and executive vice president, provisions for bonuses, incentives, addition- al benefits, and other compensation, the "use of and expense of operation for a company-owned car," "hospitalization insurance , medical and surgi- cal insurance, life insurance," 4 weeks' paid vacation , l year's salary in case of illness or disability , and a $5000 death benefit "To the extent that obtaining the benefit was a motive for the transfer, or was a reasonably foreseeable effect, the result represents a disguised continuance of the old employer " Denzil S. Alkire v NLRB, 716 F 2d 1014, 1020 (4th Cir 1983) 16 It was said by the Board in Riley Aeronautics Corp, 178 NLRB 495, 501 (1969), "[T]he corporate veil will be pierced whenever it is employed to perpetrate fraud, evade existing obligations, or circumvent a statute " (Quoted with approval in Contras Packing Co, 268 NLRB 193 (1983).) , 531 [T]he alter ego doctrine focuses on whether one business entity should be held to the labor obliga- tions of another business entity that has discontin- ued operations. See Note, Bargaining Obligations After Corporate Transformations 54 N.Y.V.L. Rev. 624, 638 ( 1979). The essential inquiry under the alter ego analysis is "[w]hether there was a bona fide discontinuance and a true change of ownership . . . or merely a disguised continuance of the old employer." Southport Petroleum Co. v. NLRB, 315 U.S. 100, 106 (1942). This court rejected a claim that there could be no alter ego status absent evidence of "substantial identical" own- ership, stating, "See American Pacific Concrete Pipe Com- pany, Inc., 262 NLRB 1223 (1982) (alter ego relationship without common ownership where substantially identical business purpose, operations, equipment, type of custom- er, and common control of labor relations existed); Big Bear Supermarkets No. 3, 239 NLRB 179 (1978); Circle T Corporation , 238 NLRB 245 (1978); Ramos Ironworks, Inc., 234 NLRB 896 (1978) (although legal ownership of two corporations was distinct , alter ego relationship found where corporations had common business pur- poses and operational control)." Villa's institution was a sham , creating a disguised con- tinuance of Jo-Vin 's operation. Villa was not a bona fide discontinuance of Jo-Vin or a true change of ownership. Moreover, at the time the transfer was effected the credited facts indicated that Villa harbored no intention to change the business purpose or operations of Jo-Vin. Cf. Galls Equipment Co., 194 NLRB 799 (1972). I find that for the purposes of the Act, Villa, a dis- guised continuance of Jo-Vin, must be treated as the alter ego of Jo-Vin which hereinafter will be together re- ferred to as the Respondent. i 7 While the Respondent lawfully withdrew from the As- sociation and thereby the multiemployer bargaining unit, the obligation remained to recognize and bargain with the Union in the plant unit in which 'the Respondent had been bargaining through the Association . NLRB v. Tahoe Nugget Inc., 584 F.2d 293 , 302 (9th Cir. 1978). See also NLRB v. Sierra Development Co., 604 F.2d 606, 607 (9th Cir. 1979); NLRB v. Roger's LG.A., Inc., 605 F.2d 1164 (10th Cir . 1979). Moreover, even though the Respondent had with- drawn from the multiemployer association , it was bound by the extension of the agreement of June 1 , 1979, in- cluding the memorandum of agreement dated June 14, 1982, executed between Northeast Apparel Association and the Northeast, Western Pennsylvania and Ohio De- partment, and ILGWU. Since at the time the June 1, 1979 contract was extended and the June 14, 1982 memo- randum of agreement was executed the Respondent still was a member of the Association and the Respondent had accepted and was complying with the terms of the extension i 8 agreement. 17 Unlike the case of TE Elevator Corp 268 NLRB 1461 ( 1984), cited by the Respondent, Villa was a disguised continuance of Jo-Vin 1B Some times herein the extension of the June 1 , 1979 agreement and the June 14, 1979 memorandum of agreement is referred to as the "exten- sion agreement " 532 DECISIONS OF NATIONAL LABOR RELATIONS BOARD Thus, the Respondent's unilateral ceasing of health and welfare contributions and its other changes in employee wages and working conditions after August 23, 1982, was in the nature of a midterm modification of an exist- ing contract in violation of Section 8(d) of the Act and a repudiation of a contract in violation of Section 8(a)(1) and (5) of the Act. Michigan Drywall Corp., 232 NLRB 120, 123 (1977), affd. 616 F.2d 966 (6th Cir. 1980); Deluxe Poster Co., 238 NLRB 335 (1978), mem. granted 601 F.2d 598 (7th Cir. 1979).19 Assuming, arguendo, that the Respondent's withdraw- al from the multiemployer unit relieved it of its obliga- tions under the above-mentioned extension agreement, it nevertheless engaged in a violation of Section 8(a)(5) of the Act when it unilaterally altered the wages and work- ing conditions of its employees in respect to mandatory subjects of bargaining. "At contract expiration, an em- ployer may not unilaterally alter . . . a contractual term that is a mandatory subject of bargaining. This result ob- tains because such term `by operation of statute continues even after the contract embodying it has terminated."' NLRB Y. Haberman Construction Co., 618 F.2d 288, 302 (5th Cir. 1980). See also Bay Area Sealers v. NLRB, 665 F.2d 970 (9th Cir. 1982), and NLRB v. Southwest Security Equipment Corp., 736 F.2d 1332 (9th Cir. 1984). By bypassing the Union, the statutory agent of the Re- spondent's employees in an appropriate unit and dealing directly with its employees on and after August 23, 1982, the Respondent violated Section 8( a)(1) and (5) of the Act. Medo Photo Supply Corp. v. NLRB, 321 U.S. 678 (1944). Finally, the General Counsel claims that the Respond- ent constructively discharged the employees listed in the complaint. Mary Theresa Vevasis, an employee, credibly testified that she did not go to work for the Respondent because she was going to lose her benefits and that she was "not going to work for non-union after being with the union after so many years." The Respondent was "willing to stipulate that if the other witnesses [the em- ployees listed in the complaint] had been called, their tes- timony would be the same with respect to the reason for not going to work for Villa." The Respondent's unlawful unilateral change in its working conditions and its insistence that its shop oper- ate nonunion rendered the above-referred to employees' failure to continue to work for the Respondent unlawful constructive discharges. Lifetime Shingle Co., 203 NLRB 688, 693 (1973).20 In the case of Block-Southland Sports- ' ° In the case of Los Angeles Marine Hardware Co Y NLRB, 602 F 2d 1302, 1307 (9th Cir, 1979), in which, as in the instant case the employer repudiated the contract during midterm , the court said, "An employer cannot alter mandatory contractual terms during the effective period of the agreement without the consent of the union As a result, the em- ployer's actions here amounted to a mid-term repudiation of the CBA, in violation of §§ 8(d) and 8(a)(1) and (5) of the Act Such a repudi- ation is not excused because the employer acted in good faith or was mo- tivated solely by economic necessity " See NLRB Y Topinka's Country House, 624 F 2d 770 (6th Cir 1980) See also Manley Truck Line, 271 NLRB 679 (1984) 20 This case was cited with approval by the Board in Masdon Indus- tries, 212 NLRB 505 (1974) men, 170 NLRB 936, 938 (1968), the Board said, "We have long held that to condition employment upon the abandonment by employees of the rights guaranteed them by the Act is equivalent to discharging them out- right for union activity." See also Advance Electric, supra. 2 t Thus by constructively discharging the employees listed in the complaint, i.e.: Sara Alex Wanda Gruca May Arant Sophie Karas Helen Arlu Kowicz Ronald Kiselewski Florence Blewis Joanne Kovalich Adele Blum Joann Milefsky Clara Bobbin Margaret Pancerella Carol Boris Bonnie Remaley Helen Fell Winifred Roche Helen Gatenis Mary Ellen Rowan Teofil Galezniak Mary Vevasis Helen Greenwalt Betty Yedsena Mary Yudinsky the Respondent violated Section 8(a)(1) and (3) of the Act. CONCLUSIONS OF LAW 1. Jo-Vin Dress Company, Inc. and Villa Fashions, Inc., herein also collectively called the Respondent, are employers engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act and it will effectuate the purposes of the Act for jurisdiction to be exercised herein. 2. The Union is a labor organization within the mean- ing of Section 2(5) of the Act. 3. Villa Fashions, Inc. is, for the purpose of this pro- ceeding, the alter ego of Jo-Vin Dress Company, Inc. 4. All nonsupervisory production (excluding pattern- makers), maintenance, packing and shipping workers em- ployed by Jo-Vin Dress Company, Inc. and its alter ego Villa Fashions, Inc., Shenandoah, Pennsylvania but ex- cluding clerical employees, guards and supervisors as de- fined in the Act constitute a unit appropriate for collec- tive bargaining within the meaning of Section 9(b) of the Act.2 2 5. At all times material herein, the Union has been the exclusive collective-bargaining representative of the em- ployees in the appropriate unit within the meaning of Section 9(a) of the Act. 6. By failing and refusing to recognize and bargain with the Union as the exclusive representative of its em- ployees in the appropriate unit, by failing to honor the extension of the collective-bargaining agreement dated 21 In this case the Board opined "We further find that Beacon violat- ed Section 8(aX3) and (1) of the Act by conditioning the employment of its electricians on their working without union representation and for wages below those specified in the collective-bargaining agreement appli- cable to them, and that those electricians, having chosen to forgo their employment rather than accept those unlawful conditions, were thereby constructively and unlawfully discharged " (269 NLRB 1001 at 1003 ) 22 This unit substantially conforms to the unit described in the exten- sion of the contract dated June 1, 1979, which was stipulated to be an appropriate unit by the parties JO-VIN DRESS CO. June 1, 1979, including the memorandum of agreement dated June 14, 1979, with respect to such employees and by failing to apply to such employees the terms and con- ditions of the extension agreement, the Respondent vio- lated Section 8(a)(5) and (1) and Section 2 (6) and (7) of the Act. 7. By constructively discharging Sara Alex Mary Arant Helen Arlu Kowicz Florence Blewis Adele Blum Clara Bobbin Carol Bons Helen Fell Helen Gatenis Teofil Galezniak Helen Greenwalt Mary Yudinsky Wanda Gruca Sophie Karas Ronald Kiselewski Joanne Kovalich Joann Milefsky Margaret Pancerella Bonnie Remaley Winifred Roche Mary Ellen Rowan Mary Vevasis Betty Yedsena by conditioning their employment on working nonunion and without union representation and with benefits less than those called for in the extension agreement , the Re- spondent violated Section 8(a)(3) and (1) of the Act. 8. By unilaterally changing terms and conditions of employment of its employees without giving the Union an opportunity to negotiate and bargain in respect there- to as the exclusive representative of its employees in the appropriate unit, the Respondent violated Section 8(a)(5) and (1) of the Act. 9. The Respondent's unilateral changes in the terms and conditions of its employees by establishing the exten- sion agreement resulted in a modification of the agree- ment in violation of Section 8(d) of the Act and consti- tutes a violation of Section 8(a)(1) and (5) of the Act. 10. By bypassing the Union and dealing directly with its employees, the Respondent violated Section 8(a)(l) and (5) of the Act. THE REMEDY Having found that the Respondent has engaged in cer- tain unfair labor practices , I recommend that it cease and desist therefrom and take certain affirmative action de- signed to effectuate the policies of the Act. Having found that the Respondent has constructively discharged its employees- Sara Alex Mary Arant Helen Arlu Kowicz Florence Blewis Adele Blum Clara Bobbin Carol Bons Helen Fell Helen Gatenis Teofil Galezniak Helen Greenwalt Mary Yudinsky Wanda Gruca Sophie Karas Ronald Kiselewski Joanne Kovalich Joann Milefsky Margaret Pancerella Bonnie Remaley Winifred Roche Mary Ellen Rowan Mary Vevasis Betty Yedsena on August 20, 1982, in violation of Section 8(aX3) of the Act, I recommend that the Respondent restore the status 533 quo ante by offering the above-named individuals their former jobs or, if those jobs no longer exist, substantially equivalent jobs, without prejudice to their seniority and other rights and privileges, dismissing, if necessary, any employees hired on or since August 20 , 1982, to fill any of the positions, and make them whole for any loss of earnings suffered by reason of the discrimination against them by payment to them of sums of money equal to that which they normally would have earned absent the discrimination, less net interim earnings during such period, computed on a quarterly basis in the manner es- tablished by the Board in F. W. Woolworth Co., 90 NLRB 289 (1950), with interest computed as described in Florida Steel Corp., 231 NLRB 651 (1977).23 Having also found that Respondent Villa is the alter ego of Respondent Jo-Vin and has continued to operate its business, but has failed and refused to recognize the Union as the collective-bargaining representative of its employees or to apply the terms of the extension agree- ment between the Union and Respondent Jo-Vin, it is recommended that Respondent Jo-Vin recognize the Union as the representative of its employees and honor and apply the terms of that agreement, retroactively to August 20, 1982, and any subsequent agreement, to its employees. It is further recommended that the Respond- ent make whole its employees by making the contrac- tually established payments to the various trust funds es- tablished by the collective-bargaining agreement,24 and by reimbursing employees for any expenses ensuing from the Respondent's unlawful failure to make such required payments, as provided in Kraft Plumbing & Heating, 252 NLRB 891 fn. 1 (1980), enfd. 661 F.2d 940 (9th Cir. 1981). (See Advance Electric, supra.) It is further recommended that if there are any addi- tional sums or benefits owing employees by reason of the retroactive application of the terms of the extension agreement they be paid to the employees in accordance with the Board's usual formula; however, if after bar- gaining in good faith , the Union and the Respondent agree on the resolution of any or all of such claims, such resolution shall release the Respondent of any claims under this paragraph. On these findings of fact and conclusions of law and on the entire record, I issue the following recommend- ed25 23 See generally Isis Plumbing Co, 138 NLRB 716 (1962) 24 Because the provisions of employee benefit fund agreements are variable and complex, the Board does not provide for interest at a fixed rate on fund payments due as part of a "make -whole" remedy Therefore it is left to further proceedings the question of how much icterest the Re- spondent must pay into the benefit fund in order to satisfy the "make- whole" remedy These additional amounts may be determined , depending on the circumstances of each case , by reference to provisions in the doc- uments governing the fund at issue and, when there are no governing provisions, to evidence of any loss directly attributable to the unlawful action, which might include the loss of return in investment of the por- tion of funds, withheld additional administrative costs, etc , but no collat- eral losses See Merryweather Optical Co, 240 NLRB 1213, 1216 fn 7 (1979) ss If no exceptions are filed as provided by Sec 102 46 of the Board's Rules and Regulations, the findings, conclusions, and recommended Order shall, as provided in Sec 102 48 of the Rules, be adopted by the Board and all objections to them shall be deemed waived for all pur- poses 534 DECISIONS OF NATIONAL LABOR RELATIONS BOARD ORDER The Respondent, Jo-Vin Dress Company, Inc. and Villa Fashions, Inc., Shenandoah, Pennsylvania, its offi- cers, agents, successors, and assigns, shall 1. Cease and desist from (a) Refusing to recognize and bargain with Local 185, International Ladies' Garment Workers' Union as the ex- clusive representative of its employees in the appropriate unit with respect to wages, hours, working conditions, or other terms and conditions of employment of its employ- ees, and refusing to honor the extension agreement appli- cable to those employees. (b) Discouraging membership in the Union, or any other labor organization, by constructively discharging its employees through the imposition of illegal conditions of employment, or by otherwise discriminating against any of its employees in regard to hire, tenure of employ- ment, or other terms and conditions of employment. (c) Unlawfully bypassing the Union by dealing directly with its employees. (d) In any like or related manner interfering with, re- straining, or coercing employees in the exercise of the rights guaranteed them by Section 7 of the Act. 2. Take the following affirmative action necessary to effectuate the policies of the Act. (a) Offer Sara Alex, Mary Arant, Helen Arlu Kowicz, Florence Blewis, Adele Blum, Clara Bobbin, Carol Boris, Helen Fell, Helen Gatenis, Teofil Galezniak, Helen Greenwalt, Wanda Gruca, Sophie Karas, Ronald Kise- lewski, Joanne Kovalich, Joann Milefsky, Margaret Pan- cerella, Bonnie Remaley , Winifred Roche, Mary Ellen Rowan, Mary Vevasis, Betty Yedsena, and Mary Yu- dinsky immediate and full reinstatement to their former jobs or, if those jobs no longer exist, to substantially equivalent positions, without prejudice to their seniority or any other rights or privileges previously enjoyed, and make them whole for any loss of earnings and other ben- efits suffered as a result of the discrimination against them, in the manner set forth in the remedy section of the decision and otherwise fully comply with the terms of "The Remedy." (b) Comply with the terms and conditions of the col- lective-bargaining extension agreement between the Union and the Northeast Apparel Association, Inc. retro- actively to August 20, 1982, and prospectively until such time as its obligations thereunder have been fully satis- fied, including making the appropriate trust funds, the employees, and the Union whole in the manner described in the remedy section of this decision. (c) On request, recognize and bargain with the Union as the exclusive representative of the employees in the following appropriate unit concerning terms and condi- tions of employment: All nonsupervisory production (excluding pat- ternmakers), maintenance, packing and shipping workers employed by Jo-Vin Dress Company, Inc. and its alter ego Villa Fashions, Inc., Shenandoah, Pennsylvania but excluding clerical employees, guards and supervisors as defined in the Act. (d) Preserve and, on request, make available to the Board or its agents for examination and copying, all pay- roll records, social security payment records, timecards, personnel records and reports, and all other records nec- essary to analyze the amount of backpay due under the terms of this Order. (e) Post at its facility in Shenandoah , Pennsylvania, copies of the attached notice marked "Appendix."26 Copies of the notice, on forms provided by the Regional Director for Region 4, after being signed by the Re- spondent's authorized representative, shall be posted by the Respondent immediately upon receipt and maintained for 60 consecutive days in conspicuous places including all places where notices to employees are customarily posted. Reasonable steps shall be taken by the Respond- ent to ensure that the notices are not altered , defaced, or covered by any other material. (f) Notify the Regional Director in writing within 20 days from the date of this Order what steps the Re- spondent has taken to comply. IT IS FURTHER ORDERED that the complaint be dis- missed insofar as it alleges violations of the Act other than those found in this Decision. 26 If this Order is enforced by a judgment of a United States court of appeals, the words in the notice reading "Posted by Order of the Nation- al Labor Relations Board" shall read "Posted Pursuant to a Judgment of the United States Court of Appeals Enforcing an Order of the National Labor Relations Board "