M & H, Inc., And Its Alter Ego M & H Riggers And Erectors, Inc.

MIS, INC. MIS, Inc., and its alter ego M & H Riggers and Erectors, Inc. and International Association of Bridge, Structural and Ornamental Iron Work- ers, Local Union No. 70, AFL-CIO. Case 9- CA-22555 June 30, 1988 DECISION AND ORDER BY CHAIRMAN STEPHENS AND MEMBERS JOHANSEN, BABSON, AND CRACRAFT On March 25, 1987, Administrative Law Judge Stephen J. Gross issued the attached decision. Re- spondent MIS, Inc. (Misco) filed motions, excep- tions, and a supporting brief. The Charging Party filed an answering brief, and the General Counsel filed limited exceptions and brief in support there- of. 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 motions,' exceptions, 2 and briefs and has decided to affirm the judge's rulings, findings, and conclusions and to adopt the recom- mended Order. There are two issues. One issue is whether the Respondent violated Section 8(a)(5) of the Act by repudiating midterm its 1984-1987 8(f) prehire agreement with Local 70 of the International Asso- ciation of Bridge, Structural and Ornamental Iron Workers and thereafter failing and refusing to apply the terms of this prehire agreement to em- ployees employed by M & H Riggers and Erec- tors, Inc. (M & H), the alleged alter ego of Misco. The other issue is whether the Board should defer to the arbitrator's decision on the above-de- scribed issue. As more fully set forth in the judge's decision, Local 70 filed a grievance against Misco in August 1985. The arbitrator was presented with substantially the same issues facing us, namely, did Misco effectively repudiate its contract with Local 70, and is M & H the alter ego of Misco. We agree with the judge's finding that, under John Deklewa & Sons, Inc., 282 NLRB 1375, 1389 (1987), enfd. 843 F.2d 770 (3d Cir. 1988), deferral i The Respondent has requested oral argument The request is denied as the record , exceptions, and briefs adequately present the issues and the positions of the parties The Respondent has also requested that we hold this case in abeyance pending the Third Circuit's decision on the appeal of John Deklewa & Sons Inc, 282 NLRB 1375 (1987) Both the Charging Party and the Gen- eral Counsel filed motions in opposition The Respondent's request is denied inasmuch as the Third Circuit's opinion enforcing the Board's De- cision and Order in Deklewa in its entirety issued on April 12, 1988 2 The General Counsel requested a visitatonal clause We deny the General Counsel's request as unnecessary here See Cherokee Marine Ter- minal, 287 NLRB 1080 (1988). 491 to the arbitrator's award on the repudiation issue is unwarranted because the Board had determined to apply Deklewa "to all pending cases in whatever stage." As the judge correctly points out, it would create an anomaly for us to defer to an arbitrator's award which applied pre-Deklewa law when we would not apply this law ourselves at this stage in the proceedings. Insofar as the arbitrator relied on law which has now been overruled in reaching his conclusion that Misco effectively and lawfully re- pudiated its contract with Local 70, the arbitrator's conclusion became "palpably wrong"3 once Deklewa issued with the retroactive component. Thus, to defer to the arbitral award on the repudi- ation issue, in the circumstances of this case, would necessitate reviewing the award under a legal standard which the Board has decided frustrates the Act's purposes.4 Further, as far as deferring to the arbitrator's res- olution of the alter ego issue is concerned, given that the arbitrator relied, in part, on pre-Deklewa law for his finding and given the reasons discussed infra, the arbitrator's finding on this point similarly cannot arguably be reconciled with Board prece- dent in this area, is internally inconsistent, palpably wrong, and, therefore, is not a proper basis for de- ferral.5 We adopt the judge's findings that M & H Rig- gers and Erectors is the alter ego of Misco. We rely not only on the facts discussed by the judge, but rely additionally on the facts discussed below and the case precedent found in Advance Electric.6 In Advance Electric, the Board stated that it would find alter ego status where two employers have ,,'substantially identical' management, business pur- pose, operation, equipment, customers, and supervi- sion, as well as ownership." In addition, the Board considers whether there has been any hiatus in op- erations, whether the companies use the same building, and "whether the purpose behind the cre- ation of the alleged alter ego was legitimate or whether, instead, its purpose was to evade respon- sibilities under the Act."7 No one factor is determi- s In Olin Corp, 268 NLRB 573 (1984), the Board held that it would defer to an arbitration award where the proceedings appear to have been fair and regular, all parties have agreed to be bound , the arbitrator has adequately considered the unfair labor practice issues, and the decision of the arbitrator is not clearly repugnant to the Act. The Board held that unless the award is "palpably wrong," i e, unless the arbitrator's decision is not susceptible to an interpretation consistent with the Act, we will defer 4 See also Certainteed Corp, 271 NLRB 76 (1984) 5 See also Garland Coal Co, 276 NLRB 963, 965 (1985) 6 268 NLRB 1001, 1002 (1984) See also Vulcan Trailer Mfg. Co., 283 NLRB 480 (1987), Continental Radiator Corp., 283 NLRB 234 (1987), Better Building Supply Corp, 283 NLRB 93 (1987), and Landhill Press, 282 NLRB 378 (1986) r Id, quoting from Fugazy Continental Corp, 265 NLRB 1301, 1302 (1982), enfd 725 F 2d 1416 (D C Cir 1984) 289 NLRB No. 62 492 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD native of alter ego status, and not all of these indi- cia need be present to find that an alter ego rela- tionship exists.8 The judge discussed these factors and found that Daymond Hardin and Michael Moore were the sole owners of both Misco and M & H. Both were equally involved in the management of the two companies, both having served sequentially as president of both companies. Both companies were engaged in the steel erection business and, by and large, Misco could have performed M & H's work had it not ceased operations in June 1985. When M & H began operations in June 1985, its only equipment was, with minor exception, equipment it received from Misco, the consideration for which was M & H's promissory note and its agreement to pay $1417 per month in lease payments to Misco. M & H, however, has not complied with the terms of either the promissory note or the lease agreement by which it acquired Misco's equipment. As evidence of the lack of arm's-length dealings between the two companies, the judge described how Misco has not sought to compel M & H to comply with the terms of the promissory note or the lease agreement and when Misco was faced with a Federal tax bill and had no funds to pay it, M & H "loaned" Misco the money to pay it. In addition to these facts outlined by the judge, we note also that regarding supervision, Michael Moore, the current president of Misco, as well as M & H, testified that he was the field supervisor and did estimates for jobs for both companies. The evidence also shows that both Hardin and Moore participated in significant management and labor relations decisions for both firms. Both men han- dled negotiations with the Union in an attempt to work out a targeted job agreement which would allow Misco to pay only 80 percent of the union wage scale should it be the successful bidder on a Colonel Sanders Research and Development project. Thus, there is no doubt about common su- pervision and management of the two corporations. Finally there remains for consideration whether the purpose behind the formation of M & H was to evade responsibilities under the Act. It is clear from Moore's testimony and that of Hardin that they formed M & H because they believed their bids could not be competitive, at least in part, be- cause they were constrained to pay union wages and fringe benefits under the Misco contract. The parties differed, under the pre-Deklewa law, in their interpretation of the nature of this agreement. As they formulated their arguments before the judge, 8 See, e g, All Kind Quilting, 266 NLRB 1186 fn 4 (1983), and Blake Construction Co, 245 NLRB 630, 634 (1979), enf. granted in part and dented in part on other grounds 663 F 2d 272 (D.C Cir 1981) the dispute centered on whether under the law pre- vailing at the time, which included the so-called "conversion" doctrine, Misco could lawfully repu- diate the collective-bargaining agreement. Thus, they apparently questioned their ability to repudi- ate Misco's contract as long as they operated under that name. Given this set of circumstances, it is only reasonable to conclude that Hardin and Moore chose the subterfuge of setting up another company rather than merely repudiating the pre- hire agreement. Applying the standards and principles set forth in Advance Electric, supra, to these facts, we con- clude, in agreement with the judge, that a prepon- derance of the evidence shows that M & H Rig- gers is the alter ego of Misco. We further find, in agreement with the judge, that the principles announced in John Deklewa & Sons, Inc., supra, are appropriately applied to the facts of this case. Thus, we find that the Respond- ent unlawfully repudiated the Misco 1984-1987 contract with the Union during the term of the agreement. However, under Deklewa, the Union enjoyed no presumption of majority status follow- ing the contract's expiration date of May 31, 1987, and thus at that point the Respondent was free to repudiate the 8(f) bargaining relationship. There- fore, we find that the Respondent violated Section 8(a)(5) and (1) of the Act by repudiating the 1984- 1987 contract with the Union during the contract term and shall limit the make-whole remedy ac- cordingly. AMENDED REMEDY The judge's recommended remedy provides that the Respondent be directed to make whole employ- ees in accordance with the method prescribed in Ogle Protection Service, 183 NLRB 683 (1970). We fmd merit in the General Counsel's contention that Ogle applies only to situations where employees remain employed by the employer but are not com- pensated in accordance with the existing collective- bargaining agreement. Thus, while M & H em- ployees must be made whole in accordance with Ogle, those employees who were in the past re- ferred to Misco by the Union and were no longer employed by Respondent Misco must be made whole in accordance with the method set forth in F. W. Woolworth, 90 NLRB 289 (1950), which pro- vides that employees be made whole for any loss of earnings and other benefits on a quarterly basis less any net interim earnings. We shall accordingly order the Respondent to make the M & H em- ployees whole in the manner set forth in Ogle, supra, and to make the former Misco employees whole in the manner set forth in F. W. Woolworth, MIS, INC. supra, for any losses they may have suffered as a result of the Respondent's failure to adhere to the contract from June 1, 1985, through May 31, 1987, with interest on any amounts due, paid in the manner prescribed in New Horizons for the Retard- ed.9 ORDER The National Labor Relations Board adopts the recommended Order of the administrative law judge and orders that the Respondent, MIS, Inc., and its alter ego M & H Riggers and Erectors, Inc., Louisville, Kentucky, their officers, agents, successors, and assigns, shall take the action set forth in the Order. 9 Interest on and after January 1, 1987, shall be computed at the "short-term Federal rate" for the underpayment of taxes as set out in the 1986 amendment to 26 U S C § 6621 Interest on amounts accrued poor to January 1, 1987 (the effective date of the 1986 amendment to 26 U.S.C. § 6621), shall be computed in accordance with Florida Steel Corp., 231 NLRB 651 (1977). Anthony L. Sheehan, Esq., for the General Counsel. Frank P. Campisano, Esq. and Francis E. Bauman, Esq., of Louisville, Kentucky, for the Respondent. Raymond L. Sales, Esq. (Segal, Isender, Sales, Stewart & Cutler), of Lousiville, Kentucky, for the Charging Party. DECISION STEPHEN J. GROSS, Administrative Law Judge. This case presents three questions. First, did MIS, Inc. (Misco) effectively repudiate its contract with the Charg- ing Party, the International Association of Bridge, Struc- tural and Ornamental Iron Workers, Local Union No. 70, AFL-CIO (Local 70 or the Union). Second, should Misco's contract with Local 70 be deemed applicable to M & H Riggers & Erectors, Inc. (M & H), a company formed by the owners of Misco. And third, to what extent, if any, should the Board defer to a decision of an arbitrator in respect to the first and second questions. My conclusion is that Misco did not validly repudiate its contract with Local 70; that M & H is an alter ego of Misco and that the Misco-Local 70 contract accordingly covers M & H; and that the Board should not defer to the arbitrator's decision. i i This proceeding began with a charge filed by Local 70 on 1 Novem- ber 1985 A complaint dated 20 October 1986 followed Respondents Misco and M & H admit that they are employers engaged in commerce within the meaning of the National Labor Relations Act (the Act), and that Local 70 is a labor organization within the meaning of the Act. But Respondents deny that they violated the Act in any respect. I heard the case in Lousiville, Kentucky, on 10 December 1986 Briefs have been filed by the General Counsel, by Local 70, and by Misco and M & H (jointly) The General Counsel has also filed a reply brief 493 Misco's Attempted Repudiation of its Contract with Local 70 Misco is no longer in business. While it was operating it did steel erection work in the Louisville, Kentucky area. At all times all of Misco's employees who were en- gaged in steel erection work were members of Local 70. Misco entered into two contracts with Local 70. The first was for the period 1 June 1983 through 31 May 1984. The second, signed in September 1984, covered the period through 31 May 1987. The parties agree that both contracts were prehire contracts subject to Section 8(f) of the Act. On 27 February 1985, Misco's counsel wrote to Local 70 stating that the owners of Misco "expressed regret that they must terminate their contractual agreement with Local No. 70 effective June 1, 1985." According to the letter, the reason for Misco's action was that Misco's owners felt that the wages and fringe benefits required by the contract were too high to permit Misco to com- pete effectively.2 Local 70 wrote back, objecting. Misco had no employees on the purported effective date of the repudiation (1 June 1985). Misco stopped op- erating a short time later. Conclusion In September 1984, Misco voluntarily signed a con- tract with Local 70, thereby entering into an 8(f) rela- tionship with Local 70 for a period that does not end until May 1987. The contract accordingly was, and is, "binding, enforceable, and not subject to unilateral repu- diation" by Misco. John Deklewa & Sons, Inc., 282 NLRB 1375, 1395 (1987) (Deklewa).3 Thus by purporting to repudiate its contract with Local 70, Misco violated Section 8(a)(5) and (1) of the Act. Deklewa, supra at 1390; see also 1391 (concurring opinion). The Relationship Between Misco and M & H Misco and M & H are separate corporations, have separate tax numbers and separate bank accounts, and much of the time M & H's records have been kept at a location different from where Misco's records were kept. In addition M & H's employment policies differ from Misco's. Misco's employees rarely worked for Misco for more than a few days per week and did not necessarily work for Misco on consecutive weeks. M & H's em- ployees work for M & H on a full-time (40 hours per week), week-in week-out basis. Nonetheless, as the dis- cussion below indicates, M & H is Misco's alter ego. Indeed, it is hard to imagine a more obvious alter ego re- lationship. 2 In one instance the Union authorized Misco to pay less than normal wages and fringe benefits required by the Misco-Local 70 contract (via a "targeted job agreement") But Misco found that it could not successfully bid even at that lower compensation level. 8 Deklewa issued after the hearing closed and briefs had been submit- ted Thus the parties' arguments are based on poor law, with the princi- pal issue being-in respect to Misco's purported repudiation of its con- tract with the Union-whether Misco at any time had had a "permanent and stable workforce " See Construction Erectors, 265 NLRB 786 (1982); Deklewa, 282 NLRB at 1378 In view of Deklewa's retroactive applicabil- ity that issue is no longer relevant 494 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Ownership. Daymond Hardin and Michael Moore were the sole owners of both Misco and M & H.4 Moreover, their interests in each of the corporations were the same: Hardin and Moore each had a half interest in both Misco and M & H. Management. Hardin initially was president of both Misco and M & H. Subsequently, Moore became presi- dent of both. Reason for M & H's Creation As Hardin put it, as of early 1985 Misco "was basical- ly out of work" because it was "being outbid [that is, un- derbid] by non-union competition."5 Hardin and Moore decided that it was hopeless to continue trying to oper- ate under a union contract. They accordingly created M & H in April 1985. M & H has never entered into any contract with Local 70 or any other union, and the compensation that M & H pays its employees is less than the amounts provided in Misco's contract with Local 70. Equipment. On 15 April 1985, Misco agreed to transfer all of its equipment to M & H. The consideration for the transfer of some of the equipment was M & H's promis- sory note; the consideration for the transfer for the rest of the equipment was M & H's agreement to pay $1417 per month in lease payments to Misco. (Hardin signed the lease on behalf of both Misco and M & H.) No cash changed hands. When M & H began operations its only equipment was, with minor exception, the equipment it received from Misco. Operations. Misco was, and M & H is, in the steel erection business in the Louisville area. Insofar as the nature of the work undertaken by the two companies is concerned, while the scope of M & H's work came to be somewhat broader than Misco's, M & H could have performed Misco's work and, by and large, Misco could have performed M & H's work. Misco stopped operating on or about 5 June 1985. M & H began operating later in June, doing the steel erection work for the "Colonel Sanders Research and Development Center." Misco's last bid (which it with- drew) was for the same work on the same project. Absence of arm's-length dealings. The relationship be- tween Misco and M & H has not been characterized by arm's-length dealings. Most importantly, M & H has not complied with the terms of either the promissory note or the lease agreement by which M & H acquired Misco's equipment and Misco has not sought to compel compli- ance by M & H. Secondly, in April 1986, Misco was faced with a Federal tax bill and no cash to pay it. Ac- cording to Hardm, M & H "loaned" Misco the neces- sary funds.6 4 In April 1986 Hardm ended his ownership interest in M & H and ended his relationship with both M & H and Misco. 6 Tr. 112, 114 6 The General Counsel urges that there is still further evidence of less than arm's-length dealings between Misco and M & H, namely, although the Misco-M & H equipment lease was signed in April 1985, Misco re- tained the equipment until June , and did so without compensating M & H. Br. 4. But the equipment lease itself provides that the term of the lease begins "on the date each piece of equipment or property is de- livered to the Lessee " Obviously M & H is Misco's alter ego. And because it is, it is subject to Misco's 1984-1987 contract with Local 70. M & H has not complied with the contract and ac- cordingly has violated Section 8(a)(5) and (1). Deferral to Arbitration Issues In August 1985 Local 70 filed a grievance against Misco alleging that Misco: (1) employed persons who were not members of Local 70 to do work covered by Local 70's contract with Misco; (2) paid such persons "substandard wages and fringe benefits"; and (3) failed to utilize Local 70's "referral system." The grievance went to arbitration in December 1985. The arbitrator issued his decision in March 1986. The arbitrator sought to resolve two principal issues: did Misco effectively repudiate its contract with Local 70; and is M & H the alter ego of Misco. As for Misco's purported repudiation of the contract, the arbitrator concluded that it was effective. The arbi- trator's reasoning was that the Misco-Local 70 contract was a prehire agreement, that Misco clearly and un- equivocally communicated to Local 70 that Misco did not intend to be bound by the agreement, that there was no showing "that the Union had ever petitioned to show majority status" at Misco, that Misco had never had any "full time employees" apart from owners Hardin and Moore, and that an employer is entitled "to prospective- ly terminate" a prehire agreement "at any time."7 Turning to the alter ego issue, the arbitrator found that "the ownership and control" of Misco and M & H were "the same" that M & H was formed "for the admitted purpose of non-union contracting," and that M & H "purchased or leased its equipment from MIS." Nonethe- less, said the arbitrator, M & H was not Misco's alter ego. I confess to having some trouble following the arbitra- tor's reasoning. But as I understand the decision, its gist seems to be that: (1) at the time Hardin and Moore formed M & H, they had already terminated their agree- ment with Local 70 (albeit prospectively); and (2) given the termination of that agreement, there was no legal bar to Hardin and Moore establishing M & H "as a separate vehicle for them to compete in bidding in the market for construction under non-union conditions." (Another possible interpretation of the arbitrator's decision is that Misco was in the business of contracting for unionized work, M & H was in the business of contracting for nonunionized work, and, as a result of that difference, M & H may not be deemed an alter ego of Misco.) Conclusion Insofar as the arbitrator concluded that Misco effec- tively repudiated its contract with Local 70, the arbitra- tor's conclusion became "palpably wrong" once Deklewa issued.9 4 The arbitrator's decision is in the record as It. Exh 5 The quotations are from p. 21 of that exhibit a Id. at 22 9 The "palpably wrong" standard has been enunciated in many cases, most notably Olin Corp, 268 NLRB 573, 574 (1984) I have considered Continued MIS, INC. As for the arbitrator's conclusion that M & H is not Misco's alter ego, the arbitrator apparently based that conclusion on his determination that the Misco-Local 70 contract had been effectively repudiated which, as just stated, is wrong. (In any event, in light of the facts both as found by the arbitrator and as presented in this pro- ceeding, any arbitral conclusion that M & H is not an alter ego of Misco would have to be palpably wrong.) I accordingly recommend that the Board not defer to the arbitrator's decision. THE REMEDY The accompanying recommended Order requires that Respondent Misco and M & H cease violating Section 8(a)(5) and (1) of the Act and requires that Respondents take certain affirmative action designed to effectuate the policies of the Act.'0 Respondents must make whole their employees , as pre- scribed in Ogle Protection Service, 183 NLRB 682 (1970), for any losses the employees may have suffered as a result of the Respondents' failure to adhere to Misco's 1984-1987 contract with Local 70 since 1 June 1985, with interest as computed in Florida Steel Corp., 231 NLRB 651 (1977).11 The Misco-Local 70 contract appears to require Misco to make payments to certain truths and funds (e.g., the "Fringe Benefits Welfare Trust"). Respondents' obliga- tion to make its employees whole includes making whole such trusts and funds.12 Finally, the Respondents' obligation to make its em- ployee whole also includes the requirement that Re- spondents remit to Local 70 all dues and fees the Re- spondents should have deducted from the employees' wages pursuant to the terms of the collective-bargaining contract. The General Counsel urges that the recommended Order include a visitatorial provision authorizing the Board to engage in discovery, if necessary, to monitor compliance with the Order. But it does not appear to me the fact that the arbitrator 's decision issued prior to the Board 's issuance of Deklewa But the Board has determined to apply Deklewa "to all pend- ing cases in whatever stage" at 1389, quoting Deluxe Metal Furniture Ca, 121 NLRB 995, 1007 (1958). While the Board did not specify that Deklewa's standards should be used to determine whether to defer to pre- Deklewa arbitral decisions, in view of the broad retroactive applicability the Board has given to Deklewa, it would be anomalous to do otherwise. I accordingly make no finding about whether the arbitrator 's decision re- garding the effectiveness of Misco's purported repudiation is "susceptible to an mterpertation consistent with the Act" (Olin, supra at 574) as the Board interpreted the Act at the time the arbitrator issued his decision 1 0 Such action includes, of course , posting notices The record suggest that Respondents may have no facilities where their employees would be likely to see the notices. But because the matter has not been litigated, the recommended Order imposes no special notice posting or notice mail- ing requirements See Dependable Maintenance Co, 276 NLRB 27 fn. 3 (1985) Respondents will, however, be required to sign sufficient copies of the notice to permit posting by Local 70 if the Union wishes to do so See Deklewa, supra at 1397 11 In no event, however, shall the make-whole period extend beyond the 31 May 1987 expiration date of the Misco-Local 70 contract See Deklewa, supra at 1396. 12 The determination of which such trusts and funds Misco was re- quired to make payments to, and, of course , the amounts necessary to make such trusts and funds whole, will be left to the compliance stage In that latter respect, see Merryweather Optical Co., 240 NLRB 1213, 1216 fn 7 (1979) 495 that the imposition of this kind of provision would be ap- propriate given the circumstances of this case. See O. L. Willis, Inc., 278 NLRB 203 (1986). On these findings of fact and conclusions of law and on the entire record, I issue the following recommend- ed13 ORDER The Respondents, Mis, Inc., and its alter ego, M & H Riggers & Erectors, Inc., Louisville, Kentucky, their of- ficers, agents, successors and assigns, shall 1. Cease and desist from (a) Withdrawing recognition during the term of a col- lective-bargaining contract from the International Asso- ciation of Bridge, Structural and Ornamental Iron Work- ers, Local Union No. 70, AFL-CIO as the exclusive bar- gaining representative of the Respondents' employees covered by the contract. (b) Refusing to adhere to Mis, Inc.'s 1984-1987 collec- tive-bargaining contract with the Union. (c) 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) Make whole the above-descnbed employees, in ac- cordance with the remedy section of this decision for any losses the employees may have suffered as a result of the Respondents' failure to adhere to the contract. (b) Preserve and, on request, make available to the Board or its agents for examination and copying, all pay- roll records, social security records, timecards, personnel records and reports, and all other records necessary to analyze the amount of backpay due under the terms of this Order. (c) Post at their facilities copies of the attached notice marked "Appendix." 14 Copies of the notice, on forms provided by the Regional Director for Region 9, after being signed by the Respondents immediately upon re- ceipt and maintained for 60 consecutive days in conspic- uous places including all places where notices to employ- ees are customarily posted. Respondents shall take rea- sonable steps to ensure that the notices are not related, defaced, or covered by any other material. (d) Sign and return to the Regional Director sufficient copies of the attached notice marked "Appendix" for posting by the International Association of Bridge, Structural and Ornamnetal Iron Workers, Local Union No. 70, AFL-CIO, if willing, in conspicuous places where notices to employees and members are customari- ly posted. ' 9 If no exceptions are filed as provided by Sec 102 46 of the Board's Rules and Regulations, the fmdings, 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. 14 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." 496 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD (e) Notify the Regional Director in writing within 20 days from the date of this Order what steps Respondents have taken to comply. APPENDIX NOTICE To EMPLOYEES POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government The National Labor Relations Board has found that we violated the National Labor Relations Act and has or- dered us to post and abide by this notice. WE WILL NOT, during the term of a collective-bargain- ing contract, repudiate that contract and withdraw rec- ognition from the International Association of Bridge, Strutural and Ornamental Iron Workers, Local Union No. 70, AFL-CIO as the exclusive collective-bargaining representative of our employees covered by the contract. WE WILL NOT in any like or related manner interfere with, restrain, or coerce our employees in the exercise of the rights guaranteed by Section 7 of the Act. WE WILL make our employees whole for any losses they may have sufferes as a result of our failure to adhere to our 1984-1987 contract with the Union. MIS, INC. M & H RIGGERS & ERECTORS, INC.