Electrical Products Corp.

590 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Ad-Art, Inc.; Ad-Art, Inc. d/b/a Electrical Products Corporation and International Brotherhood of Electrical Workers, Local Union No. 591; Inter- national Brotherhood of Electrical Workers, Local Union No. 595 and International Brother- hood of Electrical Workers, Local Union No. 332 Ad-Art Inc., alter ego of Electrical Products Corpo- ration and Local Union 569, International Brotherhood of Electrical Workers. Cases 32- CA-6047, 32-CA-6172, and 32-CA-6388 (for- merly 21-CA-22907) July 29, 1988 DECISION AND ORDER BY CHAIRMAN STEPHENS AND MEMBERS BABSON AND CRACRAFT On May 31, 1985, Administrative Law Judge Jay R. Pollack issued the attached decision. The Re- spondents filed exceptions and a supporting brief, the General Counsel filed cross-exceptions accom- panied by a brief memorandum, and the Respond- ents and Charging Parties Local Union No. 591 and Local Union No. 595 filed answering 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 decidedto affirm the judge's rulings, findings,2 and ' The Respondents have requested oral argument. The request is denied as the record, exceptions, and briefs adequately present the issues and the positions of the parties. 2 The Respondents have excepted to some of the judge's credibility findings. The Board's established policy is not to overrule an administra- tive 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 F.2d 362 (3d Cir. 1951). We have carefully examined the record and find no basis for re- versing the findings. In fn . 16 of his decision, the judge incorrectly states that J. Papais did not deny that when he signed the 1982 Local 332 agreement it contained the designation of "Ad-Art, Inc." as the employer. Nevertheless, in the absence of any other identification of the employer, the judge's finding that the contract designated Ad-Art, Inc. as the employer when Papais signed it is affirmed. We correct inadvertent errors by the judge in his decision as follows: (1) in fn. 2, the date should be May 23, 1985; (2) in sec. C,2, par. 1, the union that filed a grievance on October 25 was Local 591, not Local 595; (3) the former Ad-Art employee whose testimony is described in sec. C,3, pars. 4 and 5 is Todd Reich, not Tom Reid. There was no exception to the judge's finding that the Respondents violated Sec. 8(a)(5) and (1) of the Act by refusing to furnish certain in- formation to Local 332. 2 Because we have adopted the judge's finding that the Respondents' decision to terminate bargaining unit employees and transfer or reassign their work was motivated by the Respondents' desire to avoid their union contract obligations, we agree with the judge's conclusion that such deci- sions are not legitimate entrepreneurial decisions exempt from the Re- spondents' bargaining obligation. Hydro Logistics,., 287 NLRB 602 (1987); Strawsine Mfg. Co., 280 NLRB 553 (1986). Therefore, we find it unneces- sary to rely on his alternative theory (in sec. D of his Analysis and Con- clusions) that the midterm contract modifications violated Sec. 8(a)(5) of the Act whether the decisions involved mandatory subjects of bargaining. conclusions,3 to modify his remedy,4 and to adopt the recommended Order as modified. AMENDED REMEDY The General Counsel's cross-exceptions and sup- porting memorandum argue that the judge improp- erly deferred to an arbitrator's award concerning the Respondents' unilateral deletion of article V, section 11, of the Ad-Art-Local 591 collective-bar- gaining agreement and, as a result, failed to pro- vide a make-whole remedy for employees who re- placed unlawfully terminated employees at the Re- spondents' Oakland, San Jose, and San Diego fa- cilities and who were not compensated at the appli- cable contract rate. The General Counsel's argu- ment against deferral is based on the contention that the arbitrator's decision involved an issue of unit placement, composition, or scope. We do not find that to be an accurate characterization of the decision. The General Counsel also contends that the rights of the Charging Party Unions, Local's 595, 332, and 569, have been affected without ac- cording them due process as they were not present at, nor did they participate in, the arbitration pro- ceedings. We note, however, that all the Charging Party Unions either support or acquiesce in the judge's decision to defer, and have not excepted to the judge's decision to defer. Under these circum- stances, we affirm the judge's decision to defer to the arbitrator's decision. We nevertheless conclude that the judge's rec- ommended Order fails to include the appropriate remedy for the above-mentioned replacement em- ployees at the Respondents' San Jose and San Diego facilities who may not be included in the ar- bitrator's award. We agree with the judge's analy- sis of the arbitrator's award as calling for backpay for employees referred from Stockton to other lo- cations at the out-of-jurisdiction rates prescribed in the Respondents' contract with Local 591. The judge independently found, however, that the Re- spondents had unlawfully reassigned, to nonunion employees in both San Jose and San Diego, work previously done by unlawfully terminated union- represented employees at those locations.5 As noted above, the arbitrator's award concerned only violations of the Respondents' Local 591 contract, covering work referred from Stockton. The unlaw- 4 In accordance with our decision in New Horizons for the Retarded, 283 NLRB 1173 (1987), interest on and after 1 January 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 prior to I January 1987 (the effective date of the 1986 amendment to 22 U.S.C. § 6621) shall be computed in accordance with Florida Steel Corp., 231 NLRB 651 (1977). 5 The judge found that the Oakland work was reassigned to Stockton employees. 290 NLRB No. 74 AD-ART, INC. ful reassignment 8(a)(5) violations found by the judge regarding the work at San Jose and San Diego affected employees who were not referred from Stockton and whose employment is therefore outside the reach of the arbitrator's award. Al- though the record is not clear whether the San Jose replacements were hired locally or referred from Stockton, it appears that at least two San Diego replacements were hired locally and that the work was also reassigned to employees from the Respondents' Cucamonga facility. All replacements performing work that should have been performed under the applicable collective-bargaining agree- ments are entitled to be made whole for any losses they may have suffered by reason of the Respond- ents' failure and refusal to honor the agreements, including all contributions the Unions would have received in accordance with the agreements. Blu- menfeld Theatres Circuit, 240 NLRB 206, 218 (1979), enfd. mem. 626 F.2d 865 (9th Cir. 1980). Determination of the identity of any replacement employees who are not included in the arbitrator's remedy may be made in the compliance stage of this proceeding. ORDER The National Labor Relations Board adopts the recommended Order of the administrative law judge as modified below and orders that the Re- spondents, Ad-Art, Inc.; Ad-Art, Inc., d/b/a Elec- trical Products Corporation ; and Ad-Art, Inc., alter ego of Electrical Products Corporation , Stockton, Oakland, San Jose, and San Diego, California, their officers, agents, successors, and assigns, shall take the action set forth in the Order as modified. 1. Insert the following as paragraph 2(m) and re- letter the subsequent paragraphs. "(m) Make whole` the individuals who were hired at their San Diego and San Jose facilities to replace the unlawfully terminated employees for any losses they may have suffered by reason of the failure and refusal by the Respondents to honor the collective-bargaining agreements described above, including all contributions the Unions would have received in accordance with those agreements, with interest." 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 591 The National Labor Relations Board has found that we violated the National Labor Relations Act and has ordered us to post and abide by this notice. Section 7 of the Act gives employees these rights. To organize To form, join, or assist any union To bargain collectively through representa- tives of their own choice To act together for other mutual aid or pro- tection To choose not to engage in any of these protected concerted activities. WE WILL NOT refuse to bargain collectively with International Brotherhood of Electrical Workers Local Union 591 (Stockton) as the exclusive bar- gaining representative of all our employees in the bargaining unit found appropriate. WE WILL NOT refuse to bargain collectively with International Brotherhood of Electrical Workers Local Union 595 (Oakland) as the exclusive collec- tive-bargaining representative of all our employees in the bargaining unit found appropriate. WE WILL NOT refuse to bargain collectively with International Brotherhood of Electrical Workers Local Union 332 (San Jose) as the exclusive collec- tive-bargaining representative of all our employees in the bargaining unit found appropriate. WE WILL NOT refuse to bargain collectively with Local Union 569, International Brotherhood of Electrical Workers (San Diego) as the exclusive collective-bargaining representative of all our em- ployees in the bargaining unit found appropriate. WE WILL NOT discharge employees and relocate sign hanging, installation, maintenance, and service work, or any other work encompassed within the Oakland, San Jose, or San Diego bargaining units, with the object of escaping the obligations imposed by a collective-bargaining agreement. WE WILL NOT fail and refuse to apply to all our employees in the Oakland and San Jose bargaining units all terms and conditions of the current collec- tive-bargaining agreements. WE WILL NOT fail and refuse to execute a copy of the 1983-1986 agreement between the Electric Sign and Luminous Tube Industry of San Diego County (the Association) and Local Union 569, International Brotherhood of Electrical Workers. 592 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD WE WILL NOT fail and refuse to apply to all our employees in the San Diego bargaining unit all the terms and conditions of the 1983-1986 agreement between the Association and Local 569. WE WILL NOT fail and refuse to supply Local 332 with necessary and relevant information on re- quest. WE WILL NOT bypass Local 591 (Stockton) and bargain directly or indirectly with the employees in the Stockton bargaining unit for which Local 591 is the exclusive bargaining representative. WE WILL NOT discharge or otherwise discrimi- nate against employees regarding to hire or tenure of employment or any other term or condition of employment for engaging in activities on behalf of a labor organization or for engaging in activities protected by Section 7 of the National Labor Rela- tions Act. WE WILL NOT in any other manner interfere with, restrain, or coerce you in the exercise of the rights guaranteed you by Section 7 of the Act. WE WILL, on request, bargain collectively with IBEW Local 591 (Stockton) as the exclusive bar- gaining representative of all our employees em- ployed in the appropriate bargaining unit. WE WILL, on request, bargain collectively with IBEW Local 595 (Oakland) as the exclusive bar- gaining representative of all our employees em- ployed in the appropriate bargaining unit. WE WILL, on request, bargain with IBEW Local 332 (San Jose) as the exclusive bargaining repre- sentative of all employees employed in the appro- priate bargaining unit. WE WILL, on request, bargain collectively with Local 569, IBEW (San Diego) as the exclusive bar- gaining representative of all our employees em- ployed in the appropriate bargaining unit. WE WILL apply the terms and conditions of the current collective-bargaining agreement to all our employees employed in the Oakland bargaining unit. WE WILL apply the terms and conditions of the current collective-bargaining agreement to all our employees in the San Jose bargaining unit. WE WILL execute a copy of the 1983-1986 agreement between the Association and Local 569. WE WILL apply the terms and conditions of the 1983-1986 agreement between the Association and Local 569 to all our employees in the San Diego bargaining unit. WE WILL furnish Local 332 with the requested information necessary and relevant for its duties as exclusive bargaining representative. WE WILL offer all sign hanger and installer em- ployees terminated at the San Diego, Oakland, and San Jose facilities in November 1983 immediate and full reinstatement to their former positions of employment or, if their former positions no longer exist, to substantially equivalent positions, without prejudice to their seniority or any rights and privi- leges previously enjoyed, and WE WILL make all these employees whole for any loss of earnings they may have suffered as a result of our discrimi- nation against them, with interest. WE WILL remove from our files any reference to the termination of the San Diego , Oakland, and San Jose sign hangers and installers in November 1983, and notify them in writing that this has been done and that evidence of their unlawful dis- charges will not be used as a basis for future per- sonnel action against them. WE WILL make whole, with interest, those em- ployees who were hired in San Diego and San Jose to replace bargaining unit employees terminated at those facilities for any losses that they may have suffered by reason of our failure and refusal to honor the collective-bargaining agreements, includ- ing all contributions the Unions would have re- ceived in accordance with those agreements. AD-ART, INC.; ELECTRICAL PROD- UCTS CORPORATION Patricia M. Milowicki, Esq., Valerie Hardy-Mahoney, Esq., and Robert Petering, Esq., for the General Counsel. Ronald Johnson, Esq., of Stockton, California, for the Re- spondents. Sanford N. Nathan, Esq. (Neyhart, Anderson, Nussbaum, Reilly & Freitas), of San Francisco, California, for Locals 591 and 595. Kathryn A. Sure, Esq. (Wylie, Blunt, McBride, & Jesinger), of San Jose, California, for Local 332. Lewis N. Levy, Esq. (Levy, Ansell & Goldman), of Los Angeles, California, for Local 569. DECISION STATEMENT OF THE CASE JAY R. POLLACK , Administrative Law Judge. I heard these consolidated cases in trial at Oakland, California, on various dates beginning May 8 and ending July 18 and at San Diego, California, on July 31 , 1984. The cases arose as follows: International Brotherhood of Electrical Workers, Local Union No. 591 (Local 591 or the Stock- ton Local) and International Brotherhood of Electrical Workers. Local Union No. 595 (Local 595 or the Oak- land Local) filed a charge in Case 32-CA-6047 on No- vember 9, 1983, against Ad-Art, Inc. (Respondent Ad- Art) and Electrical Products Corporation (Respondent EPC) (collectively Respondents). Thereafter, the Re- gional Director for Region 32 of the National Labor Re- lations Board issued a complaint and notice of hearing against Respondents on December 30, 1983, in Case 32- CA-6047. On January 9, 1984, International Brotherhood of Electrical Workers, Local Union No. 332 (Local 332 AD-ART, INC. or the San Jose Local) filed a charge against Respond- ents in Case 32-CA-6172. On February 27, 1984, the Re- gional Director issued an order consolidating cases, amended consolidated complaint , and notice of hearing against Respondents in Cases 32-CA-6047 and 32-CA- 6172. Meanwhile, Local Union 569, International Broth- erhood of Electrical Workers (Local 569 or the San Diego Local) filed an original charge and a first amend- ed charge against Respondents in Case 21 -CA-22907, on January 16 and March 1, 1984, respectively. On March 8, 1984, the Acting Regional Director for Region 21 of the Board issued a complaint and notice of hearing against Respondents in Case 21 -CA-22907. Thereafter, Case'21-CA-22907 was transferred by the Acting Gen- eral Counsel to Region 32 and renumbered Case 32-CA- 6388. On April 30, 1984, the Regional Director for Region 32 issued an order consolidating all three cases for hearing.' The complaint alleges in substance that Respondent Ad-Art is an alter ego of Respondent EPC and that Re- spondents constitute a single business enterprise. The complaint further alleges that Respondents violated Sec- tion 8(a)(5), (3), and (1) of the National Labor Relations Act (the Act), by failing and refusing to apply the collec- tive-bargaining agreements between Respondent EPC and the IBEW Locals 569, 595, and 332 to the operations of Respondent EPC, which were taken over by Re- spondent Ad-Art on or about November 30, 1983. Fur- ther, the complaint alleges that Respondents violated the Act by terminating employees represented by the three IBEW locals and by unilaterally reassigning the work of those employees prior to bargaining with the Oakland, San Jose, and San Diego Locals. Regarding the Stockton Local, the complaint alleges that Respondents engaged in violations of Section 8(a)(5) by directly dealing with and threatening employees and by unilaterally changing a provision of the collective-bargaining agreement deal- ing with compensation for work performed outside the geographical territory of the Stockton Local. Respond- ents contend that Ad-Art and EPC are entirely separate businesses and that Respondent EPC' sold its assets to Ad-Art and went out of the electrical sign business. Fur- ther, Respondents deny the commission of any unfair labor practices. Regarding the complaint allegations con- cerning the Stockton Local, Respondents argued, at the hearing and in their posttrial brief, that the Board should defer to the grievance and arbitration provisions of the existing collective-bargaining agreement. After the arbi- trator issued his decision, Respondents argued against de- ferral. All parties have been afforded full opportunity to par- ticipate, to introduce relevant evidence , to examine and cross-examine witnesses, and to file briefs. Based on the entire record,2 on the briefs filed on behalf of the parties, and on my observation of the demeanor of the witnesses, I make the following ' References to the complaint refer to both the consolidated complaint in Cases 32-CA-6047 and 32-CA-6172 and the complaint in Case 32- CA-6388. Y On May 23 , 1984, 1 reopened the record to receive in evidence a copy of the arbitration decision. FINDINGS OF FACT AND CONCLUSIONS3 1. JURISDICTION 593 Respondent Ad-Art is a California corporation with an office and principal place of business in Stockton, Cali- fornia, where it is engaged in the nonretail manufacture, sale, service, and installation of electrical signs. At all times material until November 30, 1983, Re- spondent EPC was a California corporation with an office and principal place of business in Oakland , Califor- nia, where it was engaged in the nonretail manufacture, sale, service, and installation of electrical signs. During the 12 months prior to the issuance of the complaint, Respondents Ad-Art and EPC, in the course and conduct of their respective business operations, each purchased and received goods and services in excess of $50,000 directly from suppliers located outside the State of California. The complaint alleges, Respondents admit, and I find that Respondents Ad-Art and EPC are each an employer engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act. The complaint alleges, the answer admits, and I find that IBEW Locals 591, 595, 332, and 569 are each a labor organization within the meaning of Section 2(5) of the Act. II. THE ALLEGED UNFAIR LABOR PRACTICES A. Background Respondent Ad-Art has been engaged in the business of manufacturing, installing, and servicing electrical signs since at least 1958. Lou Papais is the president of Re- spondent Ad-Art and the owner of 50 percent of its stock. John Papais, Lou's brother, is Ad-Art's secretary/- treasurer and the owner of 25 percent of its stock. Dan O'Leary is Ad Art's vice president and the owner of the remaining 25 percent of its stock. L. Papais, J. Papais, and O'Leary hold the same offices with Respondent EPC as they hold with Ad-Art. Further, the stock of EPC is owned by L. Papais, J. Papais, and O'Leary in the same percentages as they own all the stock of Ad- Art. In May 1978, L. Papais, J. Papais, and O'Leary formed EPC4 for the purpose of acquiring the California assets of Federal Sign and Signal Corporation (Federal), a competitor of Ad-Art. From January 1979 until No- vember 1983, Ad-Art and EPC had the following facili- ties in the following locations- 3 The record consists of over 2600 transcript pages and over 500 exhib- its. The factual findings are based on the record as a whole and my ob- servation of the witnesses. Although these findings may not contain or refer to all the evidence, all has been weighed and considered. The credi- bility resolutions have been derived from a review of the entire record and exhibits, with due regard for the logic of probability, the demeanor of witnesses, and the teachings of NLRB Y. Walton Mfg. Co., 369 U.S. 404, 408 ( 1962) Regarding those witnesses testifying in contradiction to the findings their testimony has been discredited, either as having been in conflict with credited documentary or testimonial evidence or because it was in and of itself incredible and unworthy of belief. In certain in- stances, I have set forth credibility findings. 4 The original name of the corporation was Electrical Display Corpo- ration, but within a short period of time, the name was changed to EPC 594 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Ad-Art: Stockton: Main office and manufacturing plant plus sales, service, and installation. Sacramento: Sales, service, and installation office. Fresno: Sales, service, and installation office. Reno, NV: Sales, service, and installation office. Las Vegas, NV: Sales, service, and installation and light manufacturing plant. EPC: Oakland: Main office and manufacturing plant plus sales, service, and installation. Cucamonga:5 Manufacturing plant and installa- tion. San Jose: Sales, service, and installation office. Los Angeles: Sales, service, and installation office. San Diego: Sales, service, and installation office. Regarding the Unions in this case, Ad-Art had a col- lective-bargaining agreement with Local 591 covering its manufacturing and sign installers at its Stockton location. Respondent EPC had an agreement with Local 595 cov- ering its sign installers at Oakland, an agreement with IBEW Local 2131 covering its Oakland manufacturing employees, an agreement with Local 332 covering sign installers at its San Jose facility, and an agreement with Local 569 covering its San Diego sign installation em- ployees as part of a multiemployer association. During May 1983, Respondent EPC, in an attempt to cut expenses, consolidated management and accounting functions with Respondent Ad-Art. From May until No- vember 1983, the employees of Respondent EPC were paid by checks drawn on an account of Respondent Ad- Art. In July 1983, Respondent EPC closed its manufac- turing plant in Oakland.6 In November 1983, Respondent EPC allegedly sold its assets to Ad-Art, including auto- mobiles, trucks, machinery, equipment, furniture, fix- tures, and leasehold improvements. At the time of the hearing, Ad-Art was operating a sales facility at the former EPC Oakland office. EPC's salesmen were rehired by Ad-Art but the sign installers represented by Local 595 were terminated. Respondent Ad-Art is installing signs in the San Francisco Bay Area by using nonunion sign hangers operating out of its Stockton facility. In San Jose, the.office manager, artist, and salespeople were retained by Respondent Ad-Art. The installers represented by Local 332 were terminated. The installation work has been performed by nonunion personnel and by alleged subcontractors. In San Diego, the two installers were terminated and Respondent Ad- Art operated on a nonunion basis until March of 1984 and thereafter performed the work with personnel from its Cucamonga facility. Within this factual background, the complaint alleges that Respondent Ad-Art is an alter ego of Respondent EPC and that Respondents constitute a single business enterprise. The complaint further alleges that Respond- ents violated Section 8(a)(5), (3), and (1) of the Act by terminating the sign installers represented by the Oak- land, San Jose, and San Diego Locals and by refusing to recognize and abide by the terms of the collective-bar- gaining agreements between the Unions and Respondent EPC. The complaint also alleges that Respondents vio- lated the Act by reassigning the work of those bargain- ing unit employees without proper notice to and bargain- ing with the Oakland, San Jose, and San Diego Locals. Further the complaint alleges that Respondents violated Section 8(a)(5) and (1) of the Act by failing and refusing to furnish information to the San Jose Local regarding the relationship between Respondents Ad-Art and EPC. During the time period when Respondents were trans- ferring the assets of EPC to Ad-Art, Respondents sought certain contract concessions from the Stockton Local so that they could more economically perform work outside the geographic territory of the Stockton Local. The complaint alleges that Respondents violated the Act by directly dealing with and threatening employees repre- sented by the Stockton Local and by unilaterally chang- ing the provision of the collective-bargaining agreement dealing with compensation for work performed outside the geographic territory of the Stockton Local. Respond- ents denied the commission of any unfair labor practices and sought deferral of the Stockton matters to the arbi- tration process.7 Further, Respondents contend that the Stockton Local agreed to amend the provisions of the contract in exchange for a 50-cent-per-hour wage in- crease.8 B. The Relationship Between the Companies 1. The formation of EPC and its bargaining history As mentioned earlier, in May 1978 Respondent EPC was formed to purchase the California assets of Federal. Shortly thereafter, Clifford R. (Bob) Allen, a vice presi- dent of Federal, was hired to manage EPC. Although Allen was EPC's top official and aware of its contention that it was a separate company from Respondent Ad- Art, Allen testified that prior to working for Ad-Art he was the vice president of Federal. After laughter from the audience, Allen amended his answer and testified that he worked for EPC prior to being a vice president of Ad-Art.9 In addition to this admission, an offer of em- ployment which resulted in Allen's hire as general man- ager of EPC 'in 1978, indicated that Ad-Art, rather than EPC, was Allen's employer. In May 1978, Allen held a meeting with the former Federal employees in Oakland and told the employees that Ad-Art had bought the facility. The former Federal sign hangers were transferred to Ad-Art's facility in Emeryville and worked with the Ad-Art employees at that facility until approximately January 1, 1979. The employees were carried on the payroll of Ad-Art. In early 1979, the sign hangers and installers consisting of Ad-Art and former Federal employees from Emeryville s Also referred to as Ontario. 6 Respondent EPC reached an agreement with Local 2131 covering closure of the manufacturing facility and severance pay to the employees. 7 Respondents no longer seek deferral. "The arbitrator decided this issue against Respondents. 9 Allen became a vice president of Ad-Art after that Company took over EPC's operations. AD-ART, INC. were transferred to Oakland and became employees of Respondent EPC. During the 6 months that the combined crew of sign hangers operated in Emeryville, Federal's former Oak- land managerial, clerical, and sales employees became EPC employees . However, the Oakland manufacturing plant was closed until negotiations were concluded with IBEW Local 2131, a factory Local. The 1978 negotiations between EPC and Local 2131 were conducted for the Company by Allen. However, Allen was given instructions prior to the negotiations by L. Papais, and Allen kept L. Papais informed regarding the progress of the negotiations . Allen reached tentative agreement with Local 2131 and submitted the proposed agreement to L. Papais "with the full knowledge of the Union that you needed to review, comment and approve before we finally agree." Allen testified that during ne- gotiations he told Local 2131 that nothing could be agreed to without L. Papais' approval . 10 Subsequently, Allen executed the agreement with Local 2131 covering the Oakland manufacturing facility.'' At the time of the formation of EPC, Ad-Art's Emery- ville sign hangers, servicemen, and installers were repre- sented by the Oakland local pursuant to a contract effec- tive by its terms from July 1, 1977, to June 30, 1980. In the middle of 1978, Allen notified the Oakland local that the former Federal sign installers would be "merged" with the Ad-Art sign installers and moved to Ad-Art's Emeryville location. While in Emeryville , the combined group of employees were paid by Ad -Art under the terms of the 1977-1980 bargaining agreement . In January 1979, when the merged group was moved back to the Oakland facility, EPC paid the employees under the terms of the 1977- 1980 agreement. In March 1980, Allen entered into negotiations with Local 595 for a succeeding agreement to the 1977-1980 contract. On September 22, 1980, Allen wrote L. Papais about the possibility of a strike and his plan to operate during a strike . Allen asked L. Papais to let him know if Papais disagreed with Allen 's proposed course of action. Allen received no response from Papais . The strike ulti- mately settled and a collective-bargaining agreement was signed by Allen effective from July 1, 1980, until June 30, 1983.12 In San Jose, Ad-Art had a series of collective -bargain- ing agreements with Local 332 prior to the formation of EPC. The 1976-1979 agreement between Ad-Art and Local 332 was applied to the EPC employees after the formation of EPC. In 1979, in response to the San Jose Local's reopener letter, J. Papais notified the San Jose Local that Ad-Art no longer had employees in the San 10 To the extent that L Papais and Allen testified that L. Papais did not discuss the negotiations with Allen , their testimony is discredited 1 i L. Papais also advised Allen concerning negotiations with IBEW Local 477 regarding the Cucamonga manufacturing facility in 1979. 12 The following described employees of Respondents (the Oakland unit) constitute a unit appropriate for the purposes of collective bargain- ing within the meaning of Sec 9(b) of the Act. All full-time and regular part -time journeymen and apprentice elec- trician sign hangers, including but not limited to sign installers and servicemen, employed by Respondents at their Oakland , California facility; excluding all other employees, office clerical employees, guards, and supervisors as defined in the Act. 595 Jose area and that the employees had become employees of EPC. J. Papais stated that "Bob Allen, our General Manager and Vice President, will handle all present and future negotiations." Thereafter, Allen received a copy of Ad-Art's 1976-1979 agreement with the San Jose Local from J. Papais. J. Papais told Allen that Ad-Art's attorney would receive a copy of the contract because "he advises us as to how to handle contract matters." Thereafter, Allen entered into negotiations with Local 332 for a succeeding agreement . During negotiations, Allen proposed, inter alia, a "company" health and wel- fare plan . The company plan proposed by Allen was the health and welfare plan then in effect in Sacramento, an Ad-Art (not an EPC) facility. The 1979- 1982 agreement subsequently entered into by EPC and the San Jose Local did not contain a "company" health and welfare plan. In 1982, when the San Jose Local sought to negotiate a succeeding agreement to the 1979-1982 agreement, Allen was not available.' 3 The San Jose Local ultimately negotiated with Ron Johnson , Ad-Art's attorney . 14 After an agreement was reached, the San Jose Local sent the 1982-1984 agreement to "Ad-Art a/k/a EPC" in Stock- ton for signature.15 The agreement was signed by J. Papais and indicated the employer as "Ad -Art, Inc." 16 EPC began operating the former Federal branch office in San Diego in 1978. In 1980, Allen executed a collec- tive-bargaining agreement with Local 569 covering EPC's sign hangers and installers in San Diego. The agreement, effective by its terms from July 11, 1980, through July 10, 1983, was a multiemployer contract covering the employer-members of the Electric Sign and Luminous Tube Industry Association of San Diego County.' 7 The agreement, signed by Allen, indicated the "Allen was in Saudi Arabia working on a major project of Ad-Art's at the Riyadh airport in Saudi Arabia. 14 The union officials were told by Stan Benz, personnel director, that Johnson had authority to sign an agreement on behalf of the Employer. is The following described employees of Respondents (the San Jose unit) constitute a unit appropriate for the purposes of collective bargain- ing within the meaning of Sec 9(b) of the Act All full-time and regular part-time journeymen and apprentice elec- trician sign hangers, including but not limited to tube benders, shop- men, cleaners and servicemen, employed by Respondents at their San Jose, California facility; excluding all other employees , office clerical employees, guards, and supervisors as defined in the Act 16 Respondents contend that the name Ad -Art. Inc. was added after J. Papais signed the document . However, there is no credible evidence to support that contention. Jerry Cooper, Local 332's business representa- tive, credibly testified that he received the document with the designation already on it. J. Papais did not specifically deny signing the document as received in evidence Further, J Papais similarly signed two prior agree- ments with Local 332 with the employer identified as "Ad-Art . Inc and Ad-Art." 17 All employees employed by the employer -members of the Electric Sign and Luminous Tube Industry Association of San Diego County who do the manufacturing, installing, alteration , dismantling, and con- necting of all electrical and luminous tube displays and neon illumination, including its auxiliary equipment and structures for the support thereof. including footings, as well as the wiring, assembly. service , and cleaning of all such displays, also those employees who bend , repair, and pump luminous tubes used as conductors of electricity; also those who do the handling and installing of all glass and plastic fabrication, and including all assembly of signs and electrical material during fabrication . including the loading of signs on trucks, operation of trucks, including any equip- ment necessary to the erection , installation. and maintenance of signs. Continued 596 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD employer as "Ad-Art." Neither EPC nor Ad-Art with- drew from the multiemployer association. As will be dis- cussed in more detail, infra, in 1983, Ad-Art's personnel director wrote the Union stating that EPC was going out of business and therefore had no need to negotiate or execute a succeeding bargaining agreement. 2. Interrelationship of operations As mentioned earlier, the former Ad-Art and former Federal employees commenced working as EPC employ- ees in Oakland in January 1979. The Ad-Art trucks and other rolling stock with the Ad-Art name and logo were transferred from the Ad-Art Emeryville facility to the EPC Oakland location. An EPC logo was added to the trucks and other rolling stock so that the Ad-Art name and logo and EPC logo all appeared. The sign over the door to the facility bore the Ad-Art name and logo. Un- derneath the Ad-Art name in smaller letters was the name "Electrical Products Corporation." The telephone at the facility was answered as "Ad-Art," "EPC," or "Ad-Art/EPC." The Oakland employees of EPC who had previously worked for Ad-Art continued to wear Ad-Art uniforms and caps while employed by EPC. The former Federal employees did not wear uniforms. When the Oakland employees were issued employee identification cards in 1980 and 1981, the cards bore a dual designation of Ad- Art and EPC. In 1981 , EPC's employees began receiving paychecks that had the Ad-Art name and logo in the background. In May 1983, EPC's employees began re- ceiving paychecks drawn on an Ad-Art account, which paychecks did not in any way indicate that EPC was the alleged employer. The EPC employees of San Jose occupied the same premises they occupied as Ad-Art employees. The same employees-sign hangers, servicemen, office manager, foremen, salesmen, and artist-continued in their jobs without a break in service. No one was hired or fired. The 1976-1979 collective-bargaining agreement then in effect was continued without interruption. The employ- ees continued to wear their Ad-Art uniforms. Beginning in December 1978 the San Jose employees received EPC paychecks. In 1981, the EPC paychecks bore the name of Ad-Art and the Ad-Art logo in the background. From May 1983 until the alleged closure of the San Jose facility, the employees received Ad-Art paychecks. Beginning in 1982, the employees used com- pany identification cards that indicated the employer as Ad-Art and EPC. EPC acquired its initial active accounts from the pur- chase of the Federal assets and from Ad-Art leases in San Jose and the Bay Area. In 1980, Allen informed his staff members and department heads that "Electrical Products is responsible for maintaining EPC leases, Fed- eral leases and the Ad-Art leases in the Bay Area, Los Angeles, and San Diego." The lease agreements provid- ed that the sign company retained title to the signs. The customer paid a monthly rental fee that included mainte- nance, service, taxes, insurance, and financing. When Federal sold its assets to EPC, the Federal sign leases were part of the acquisition; EPC actually bought Federal's interest in the leases and continued the mainte- nance on them. Ad-Art did not sell any of its leases in the Bay Area or San Jose area to EPC; rather, Ad-Art maintained title to the leases (and collected the monthly rental fees from the signs), but "subcontracted" out the maintenance of these leases to EPC. Ad-Art did not pay EPC for its services, but rather charged the amounts to an intracompany account. The salesmen of Ad-Art at its Emeryville location transferred to Oakland and became EPC employees in 1979. These salesmen continued to service the same active accounts that they serviced prior to the transfer. The salesmen carried business cards, provided by EPC, which bore both the names of Ad-Art and EPC. Cus- tomer order forms often reflected the Ad-Art name, al- though the facility involved was the EPC Oakland facili- ty. In addition, EPC salesmen advertised Ad-Art custom- ers as their own when soliciting new business. In many instances, both Ad-Art and EPC represented themselves as one company for advertising purposes. Further, EPC salesmen signed contracts with parties indicating "Ad- Art/Electrical Products Corporation" as the sign compa- ny. EPC sales manager, Robert Ramsey, sold two jobs in San Francisco in 1983 in which he indicated Ad-Art, Inc. was the seller of the signs.'8 According to Allen, Ramsey, although an EPC sales manager, continually "forgot that the operation was in Oakland and not Stock- ton." Even prior to the consolidation of April 1983, the op- erations of Respondents Ad-Art and EPC were greatly interrelated. As indicated earlier, after the formation of EPC, Ad-Art closed its Emeryville operations (its only sales and installation office in the San Francisco Bay Area) and transferred a combined Ad-Art/EPC staff to EPC's Oakland facility. Thereafter, the Bay Area was serviced by the Oakland facility and Ad-Art itself did not maintain an office in that geographic area. Also fol- lowing the formation of EPC, Ad-Art ceased operating a sales, service, and installation office in San Jose. The Ad- Art facility became an EPC facility and all the employ- ees were transferred to the EPC payroll without any break in service. Ad-Art was the leasee of the premises utilized by EPC in San Jose. However, EPC exercised the renewal option of the lease. There was no lease to EPC nor did Ad-Art sublet to EPC. Once EPC was formed, Ad-Art did not maintain offices in the San Jose area. Although Ad-Art did not maintain offices in San Jose or the Bay Area, it continued to sell signs in those areas. These signs were installed by crews from EPC and on 18 Ramsey testified that EPC and Ad-Art were two separate compa- tieing of tubing on racks and the blocking out of tubing; excluding all nies and that after 1978 he had no relationship with Ad-Art. Ramsey was other employees, office clerical employees, professional employees, impeached by the testimony of credible witnesses and, more importantly, guards, and supervisors as defined in the Act constitutes a unit appropri- by documentary evidence and the testimony of his boss, Bob Allen. Ram- ate for the purposes of collective bargaining within the meaning of Sec. sey's testimony was so effectively impeached that it could not he left un- 9(b) of the Act. mentioned. AD-ART, INC. some occasions by joint Ad-Art and EPC crews. There was also joint manufacture of signs between Ad-Art's plant in Stockton and EPC's facility in Oakland. The companies billed each other for services performed; however, there was never any payment . The companies maintained an intracompany debt , but that debt was never paid, Aside from the wholesale transfer of employees at the time EPC was starting up, there was little transfer of em- ployees until the alleged closing of EPC in the fall of 1983. However, there was substantial interchange of management personnel. As previously stated, Allen, EPC's general manager, left his EPC duties to manage a job for Ad-Art in Saudi Arabia.' 9 Allen is now a vice president of Ad-Art. Terry Long left Ad-Art to replace Allen at EPC. At that time Long's salary was split be- tween Ad-Art and EPC . After several months, Long re- quested that he be paid by only one company to lower his FICA deductions. Long was then transferred to EPC's payroll and paid only by EPC, although Long continued to serve as assistant general sales manager for both Ad-Art and EPC. After the alleged closure of EPC, Long became a vice president of Ad-Art. When Long transferred to EPC, Bob Newman, an EPC salesman, was transferred to Ad-Art to replace Long. Lower level managers have also transferred between the Companies. Ron Puksar, a supervisor for Ad-Art, had authority over EPC employees on a San Francisco job that lasted from 1977 through 1981. Ih 1981 , Puksar was dropped from the Ad -Art payroll and placed on the EPC payroll the next day. Jackie Toschak, presently an office manager for Ad-Art, was transferred from Ad-Art to EPC ' when EPC was first formed . In 1981 Toschak was promoted to office manager of EPC's San Jose office. At the time of this promotion , O'Leary wrote her a congratulatory letter stating "Ad-Art is very fortunate to have a Jackie Artozqui Toschak." Toschak remained the office manager of the San Jose office when it changed from EPC to Ad-Art in 1983 . Credit managers, accountants, and artists have also transferred between the two corporations. During the period from 1979 to 1983 , Ad-Art and EPC were held out to the public as a single entity. The telephone listing for EPC was as "AD-ART INC." or "AD ART ELECTRICAL PRODUCTS CORP." with an Ad-Art logo. The EPC employees wore Ad-Art uni- forms and had identification cards that indicated Ad- Art/Electrical Products Corp . as their employer. The EPC salesmen carried business cards that indicated Ad- Art/Electrical Products Corp. as their employer. Further the salesmen used contracts that identified their Compa- ny as Ad-Art/Electrical Products. The salesmen present- ed drawings and blueprints to customers that , in many instances, identified the company as Ad-Art. In many in- stances licenses and permits obtained from Government agencies identified Ad-Art/Electrical Products or Ad- Art as the contractor. 19 While Allen was working in Saudi Arabia , EPC% Oakland facility commenced working exclusively for that project . EPC's signs then were manufactured by EPC's Cucamonga facility and Ad-Art's Stockton facili- ty 597 Signs manufactured in Ad -Art's Stockton facility were shipped to EPC's Oakland facility approximately once a week. The bills of lading identified the destination as "Ad-Art, San Jose" and "Ad-Art Oakland." Intracom- pany memos sent to Ad-Art offices were also sent to EPC offices and on many occasions referred to EPC fa- cilities as Ad-Art facilities. EPC utilized forms that iden- tified the Company as Ad-Art/Electrical Products Cor- poration. At times when EPC sign hangers and installers in Oak- land or San Jose were hanging signs, Ad-Art employees from Stockton were sent into the area to help with the work. Conversely, when Ad-Art employees were hang- ing signs, EPC employees were sent into the Stockton area to help perform the work. On several occasions, EPC employees would start jobs and subsequently Ad- Art employees from Stockton would finish the job. On numerous occasions, Ad-Art and EPC crews worked side by side on jobs installing or repairing signs . Some of these mixed jobs are explained by the fact that EPC had a 115-foot boom truck . Ad-Art had no similar piece of equipment and, thus, would utilize the EPC equipment and its two-man crew when the need for such equipment arose. The crew of EPC's 115-foot boom truck, on occa- sion, received supervision directly from Ad-Art's, rather than EPC's, supervisors. Customers of EPC on occasions made their checks payable to "Ad-Art" or "Ad-Art Electric." On one oc- casion, EPC performed work for a customer in San Diego in return for satisfaction of a debt owed to that customer by Ad-Art. As previously mentioned, EPC salesmen, including Sales Manager Ramsey, sold signs to customers on contracts indicating that Ad-Art was the seller. It is not clear whether the payment on such con- tracts went to Ad-Art or to EPC. As indicated earlier, Ad-Art and EPC billed each other for services performed . Payment was never made for such services, however. The amounts were recorded in a ledger under "intra-company debt." At the time of the alleged closure of EPC, EPC was in debt to Ad-Art. Since the close of EPC, Ad-Art has been in debt to EPC, but no payments have been made and no interest has been charged. 3. The consolidation of Ad-Art and EPC In April 1983, Ad-Art and EPC consolidated certain management functions . Respondent offered in evidence a "Management Agreement" dated April 26, 1983, be- tween EPC and Ad-Art.E° The agreement provided that Ad-Art shall provide "all accounting, bookkeeping, and other services related to the administration of the ac- counting functions of EPC arising in the ordinary course of business, including therein the collection of funds due EPC and the administration and payment of payables and payroll of EPC personnel." Under the agreement EPC agreed to pay Ad-Art $46,400 a month for such services. 21 This price was arrived at by L. Papais by 20 The agreement was signed by L. Papais , J. Papais, and O'Leary. Each officer signed on behalf of both Companies. 2 1 The services were not paid for, but were charged to the mtracom- pany debt 598 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD taking EPC's accounting costs and administration costs and deducting 20 percent. The consolidation of April and May 1983 can best be explained by Respondent's payment of the debt incurred in the formation of EPC. The creditors of EPC, who lent Respondents the capital to purchase the Federal assets, demanded that EPC assets not be merged with those of Ad-Art. The purpose of this demand was to prevent the claims of EPC credi- tors from being subordinate to the claims of Ad-Art creditors. This debt was retired in 1983, however. Thus in April 1983, Respondents were free to consolidate op- erations and save money as a result of the elimination of the duplication of certain functions. Thereafter, on May 25, 1983, L. Papais sent a memo- randum to all employees stating that "because of the recent consolidation of Ad-Art and Electrical Products, a Central Control Department has been established to centralize all of the company's job processing activities, including estimating, engineering, job checking and co- ordinating." Roger Wilkerson, an EPC manager, was placed in charge of the new corporate central control at Ad-Art's Stockton facility. From May 1983 until their termination, EPC employ- ees were paid by checks drawn on an Ad-Art account. Further, the 1983 W-2 forms for EPC employees showed Ad-Art as their employer for that entire year. In April 1983, Ad-Art's credit manager advised all Ad- Art and EPC offices that all contracts, security agree- ments, lease agreements, maintenance agreements, and letter contracts "must bear the name AD-ART SIGNS, INC., and no other firm." As will be discussed in more detail below on Novem- ber 30, 1983, EPC sold to Ad-Art all its assets, including automobiles and trucks, machinery, equipment, furniture, fixtures, and leasehold improvements, for their book value. Ad-Art allegedly paid the purchase price by can- celing EPC's debt to Ad-Art, assuming EPC's debts, and incurring a debt to EPC for the remainder of the pur- chase price. EPC is still in existence and is leasing its Oakland facility to Ad-Art. The rent is added to the debt from the alleged sale. Financing costs were avoided by having EPC lease to Ad-Art rather than sell the Oakland facility. No payment has been made and no interest has been charged. In fact, Ad-Art's debt has continued to rise because the Oakland rent has not been paid, but simply added to the intracompany debt. According to Respondents, the price for the sale was negotiated by L. Papais, who represented both Ad-Art and EPC in the negotiations. 4. Common management As indicated earlier, L. Papais, president, was the chief management official of both Companies. Although Re- spondent contends that Allen ran EPC and Papais had little to do with EPC, the evidence does not support this contention. L. Papais visited EPC's Oakland facility to confer with EPC's management staff once or twice a month. Further EPC's management staff would confer in Stockton with L. Papais once or twice a month. In May 1982, Allen went to Saudi Arabia to supervise a major Ad-Art project. Thereafter, L. Papais' visits with EPC's management in Oakland increased. L. Papais also made personnel decisions for both com- panies. In 1979, L. Papais transferred employees from an- other of his companies to EPC's Oakland office. In 1982, L. Papais transferred Allen to Ad-Art's project in Saudi Arabia and transferred Terry Long, an Ad-Art manager, to replace Allen as EPC's general manager.22 L. Papais replaced Long at Ad-Art by transferring an EPC em- ployee to Ad-Art. In 1983, L. Papais moved an EPC plant manager from Cucamonga to Stockton to head the "Central Control Department."23 When that manager subsequently left Ad-Art. L. Papais replaced him by transferring a manager from EPC's Oakland plant to Ad- Art in Stockton. L. Papais purchased insurance for both Ad-Art and EPC under a master policy. The purpose of such a joint purchase was to reduce the insurance premiums. All bill- ing and insurance premium payments were handled out of Ad-Art's Stockton office. This centralization of insur- ance matters resulted on one occasion in L. Papais using EPC's premium money, without the knowledge of Allen, EPC's general manager , to pay insurance obligations of Ad-Art. L. Papais also established policies and proce- dures regarding hiring that were applicable to both Com- panies. In 1980, L. Papais changed the lease commission payments for both Ad-Art and EPC salesmen and, in June 1983, changed the entire leasing system for both Companies. L. Papais approved any special financial ar- rangements for salesmen of both Companies. In September 1983, L. Papais negotiated with Local 595 (Oakland) over EPC's intended closure and the pos- sibility of an agreement with Ad-Art if Local 595 would agree to the Local 591 (Stockton) wage rate. L. Papais negotiated with Local 591 in October 1983 over modifi- cations to the 1982-1984 collective-bargaining agreement covering Stockton employees. John Papais was in charge of engineering production and installation . Although J. Papais testified that he "knew nothing" about the EPC operation, that testimony is overwhelmed by record evidence that J. Papais was regularly apprised of EPC's engineering, production, and installation . EPC salesmen would directly contact J. Papais to ascertain delivery dates for their signs. J. Papais was contacted whenever signs called for specialty parts. In 1981 , Allen notified J. Papais of a change in ex- penditures and of a reorganization of the office. In 1982, J. Papais was notified of the changes in EPC department heads. In 1983, J. Papais issued a memo addressed to the art department at all Ad-Art and EPC locations dealing with specific instructions on "face replacements" on signs. Ted Johnson, an installation foreman for EPC, testified that he reported to Dennis Livengood, Oakland' s plant manager . Livengood in turn reported to J. Papais in Stockton approximately twice a month. On many occa- 22 It is unclear who paid Allen's salary while he worked on the project in Saudi Arabia. At one point Allen testified that he was still paid by EPC while working in Saudi Arabia and at another point Allen testified that the Saudi Arabia joint venture paid his salary. There was no pay- ment to EPC for the utilization of Allen's services. 23 The Central Control Department was established in 1983 to central- ize all job processes, activities, including estimations, engineering, job checking, and coordinating for both EPC and Ad-Art. AD-ART, INC. sions Johnson's supervisors would tell him that they had to check with J. Papais regarding a matter of scheduling or expenditures. J. Papais coordinated the purchase of trucks for both Ad-Art and EPC. Prior to 1983, J. Papais visited the EPC facilities about once a month . Starting in mid- 1983, J. Papais began visit- ing the EPC plants on a weekly basis. In mid-1983, J. Papais told Ted Johnson that Johnson was to call him in Stockton twice a week regarding service and installation. Ted Johnson did as he was instructed and directly re- ported to J. Papais on matters related to scheduling and expenditures. Dan O'Leary was the general sales manager.24 Allen reported to O'Leary regarding general sales matters, dis- cipline of salesmen, and salesmen's expenses. In June 1979, O'Leary sent Allen a memo that stated, inter alia, "as General Manager you are doing an outstanding job in servicing the Sales Department and, fortunately for Ad-Art your 'sales oriented' approach permeates the en- vironment at the Oakland operations." In 1982, O'Leary hired Terry Long as executive vice president and general sales manager of Ad-Art. Long's responsibilities included overseeing the sales operations of both Ad-Art and EPC, including visits to the facili- ties, sales meetings, and sales training programs . O'Leary was notified by Ramsey , EPC's sales manager, of all hires and terminations in the sales force . Allen reported to O'Leary on EPC's salesmen's expenses and their out- standing advances . O'Leary set the rules for EPC sales- men and on one occasion discharged an EPC salesman. O'Leary later informed Allen of this action. After being transferred from O'Leary's assistant sales manager to EPC's general manager, Long continued to consult with O'Leary regarding EPC's sales. 5. Control of labor relations Stan Benz was employed by Ad-Art in 1981 as its per- sonnel and insurance director . Benz' responsibility en- compassed "all corporate activity pertaining to personnel and insurance matters." In this capacity, Benz prepared common vacation and holiday personnel policies for both EPC and Ad-Art. Benz administered the corporate health, life, and disability insurance policies that covered employees of EPC and Ad-Art. In 1982, Benz accompa- nied Ron Johnson, attorney for EPC and Ad-Art '25 in negotiations with Local 332 (San Jose). Benz observed while Johnson negotiated the agreement that was subse- quently signed by J. Papais. In November 1983, James Meyland , a successor to Benz as personnel director, sent notice of EPC's closure to Local 595 (Oakland) and Local 332 (San Jose) and 24 O'Leary was not called to testify in this proceeding. 26 Johnson testified that he was general counsel for Ad-Art. According to Johnson, he has an outside service arrangement as well as an adminis- trative arrangement with Ad -Art: "I get paid on a retainer basis for prac- ticing law over the labor relations , and I get a salary in reference to ad- ministrative function, prime, is the credit area , because I have experience in there " Johnson testified that he is both an employee of Ad -Art and an independent contractor His office is maintained at Ad-Art's Stockton fa- cility and Ad-Art pays for his secretarial support . Johnson claimed to be on retainer to EPC. However, he received payment from Ad-Art and not EPC Presumably, the amount of services to EPC was charged to the in- tracompany debt 599 sent termination letters to EPC employees. Meyland signed these letters as EPC's "Personnel Director." In this proceeding, Respondents contended that Benz and Meyland had no authority to act on behalf of EPC. Mey- land testified that he was not EPC's personnel director, but only Ad-Art's personnel director. Meyland is not credited on this point. Meyland attended a meeting with Johnson on November 17, 1983, at which they allegedly negotiated with Local 332 over the intended closure of EPC's San Jose facility. Meyland also attended with Johnson a bargaining session on November 22, 1983, at Local 595's office in Oakland . At this meeting Johnson, although claiming he was only representing EPC, stated that Ad-Art would sign an agreement with the Oakland local if it would agree to the same wage rate provided for in the Ad-Art collective-bargaining agreement with the Stockton local. As previously stated , L. Papais has participated in negotiations for both EPC and Ad-Art and J. Papais has signed bargaining agreements for both Companies. During the period from 1979 to 1983, EPC used em- ployment application forms that bore the Ad-Art logo and indicated the Company as Ad-Art Electrical Prod- ucts Corporation. Further, EPC employees were evaluat- ed on performance review forms that bore the Ad-Art logo and identified the employer as Ad-Art. As indicated earlier, employees of EPC received checks with the Ad- Art logo in the background until May 1983 when they began receiving checks drawn on an Ad-Art account. In January 1983, Benz drafted a holiday pay policy covering both Ad-Art and EPC employees. After some comments by L. Papais, Benz signed a holiday pay policy in February 1983 that was distributed to both Ad- Art and EPC offices. In April 1983 Benz worked on a maternity leave policy for EPC employees . Benz also prepared a memo on safety policies for Ad-Art and EPC employees in 1983 . A memo announcing a policy regard- ing expense money for installation foremen was issued by J. Papais in August 1983 and was directed to both Ad- Art and EPC employees. Although directed to both Ad- Art and EPC employees, J. Papais' memo identified the Company as Ad-Art. Ad-Art's Stockton personnel office and L. Papais re- viewed recommendations for employee raises made by EPC supervisors. One employee at EPC's Oakland facili- ty was twice denied a recommended raise by L. Papais. As indicated earlier, Ad-Art had master policies for health, life, disability, workman's compensation, and comprehensive general liability insurance , which policies covered both Ad-Art and EPC employees. C. The Alleged Unfair Labor Practices 1. Events in Oakland prior to the alleged sale Prior to the July 1, 1983 expiration of its collective- bargaining agreement with EPC, Local 595 (Oakland) wrote a reopener letter to EPC with proper notices to the Federal Mediation and State Conciliation Services. On June 9, Thomas Sweeney, Local 595's business man- ager, and Sanford Nathan, the Union's attorney, met with Ron Johnson, attorney, and Jim Herman, then Ad- 600 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Art's personnel manager, at Local 595's office to discuss a succeeding agreement . Sweeney asked if Johnson had something in writing authorizing him to represent EPC. Johnson said he was not there to negotiate , but simply to inform the Union that EPC was considering closing its plant. Johnson said the Company would soon close so that it made no sense to enter into a new agreement. Sweeney asked Johnson why EPC was closing and asked for the Company's position in writing. Johnson promised to give a position in writing but never did.26 Sweeney asked what would happen to the sign installation work if EPC closed its Oakland facility. Sweeney said if the plant closed and Ad-Art tried to use its installers from outside Alameda County, the employees would still have to be paid the local wage rate. 27 Nathan took the posi- tion that Ad-Art and EPC were one and the same. John- son said he was there only on behalf of EPC. If the Union would agree to a wage rate similar to that paid in Stockton, however, Ad-Art would consider signing an agreement with the Union.28 On August 8 or 11, the same parties met again to dis- cuss EPC's intentions. Johnson said he was meeting with the Union because it had filed unfair labor practice charges. Johnson said the company was closing in a few weeks and therefore there was no reason to negotiate an agreement. Nathan and Sweeney asked what would happen to the installation work. Johnson said that "Ad- Art has the customers and that Ad-Art just subcontract- ed the work to the EPC people." Johnson said he was there on behalf of EPC but would think about Ad-Art if a favorable wage rate could be worked out. At the end of the meeting, Nathan asked Johnson what the problem was and Johnson answered that it was the wage rate. Nathan said that if the Company sent employees from Stockton it would not save money because under the Stockton agreement the employees would be paid the higher rate. Johnson answered that the Company could send nonunion people or subcontract the work. Nathan proposed that the parties attempt to negotiate a new wage rate to make it cost effective for the Company to operate in Oakland. Johnson said he would not negotiate, but Ad-Art would agree to a contract with the Stockton wage rate. On September 12, Sweeney and Nathan met with Johnson and L. Papais in Oakland. The Company took the position that it was about to go out of business in 60 days or less and would agree to a contract for 60 days. The Union asked for a I-year agreement and an under- standing about what was going to happen to the installa- tion work. Nathan attempted, without success, to get a commitment that the Company would honor the agree- ment if either EPC or Ad-Art continued to operate in 29 During this meeting Sweeney advised Johnson of some fringe bene- fit delinquencies. Johnson claimed to know nothing about the delinquen- cies and said he would look into the matter. 21 The collective-bargaining agreements in Stockton, Oakland, and San Jose all provided that if employees worked outside the geographic juris- diction of their local union they would be paid the local rate or their own contract rate, whichever was higher. 29 The Stockton wage rate was substantially lower than the wage rate paid under the Oakland and San Jose bargaining agreements. the Oakland local's jurisdiction . No agreement was reached at this meeting. On September 14, Nathan spoke on the telephone with L. Papais and Johnson but no agreement was reached. A few days later, Nathan called Johnson and said that the Union accepted the Company's offer of a 1-year contract and a 50-cent-an-hour increase in fringe benefits. The Union would forgo a commitment on Ad-Art's part and leave open the question of whether Ad-Art and EPC were a single employer. According to Nathan, "We agreed to disagree" over whether the two Companies were a single employer. 29 Johnson said he would have to talk the matter over with L. Papais. On September 17, Johnson told Nathan that the Company would no longer agree to the 50-cent-an-hour increase. On September 20, the Oakland employees went on strike. The next day the Union and EPC agreed to a 1- year contract extension and the 50-cent-a-hour increase in fringes. The agreement was signed on behalf of EPC by L. Papais. Respondent did not contact Local 595 about the closure again until November 1983. 2. Events in Stockton prior to the alleged sale On October 18, Wayne Livingston, business agent for Local 591 (Stockton), received a call from Nick Amo, Ad-Art's installation supervisor, telling him that the Company was going to hire "some non-union sign hang- ers to work outside the area."30 Amo told Livingston that L. Papais was attempting to reach an agreement with the IBEW International Union that would allow less expensive movement of sign hangers. Three days later, Amo called Livingston and told him that "Papais had hired two non-union hangers and intended to keep them non-union." On October 25, Local 595 filed a grievance with Ad-Art, protesting the use of the non- union installers. On October 18, Respondents sent the Stockton local a letter requesting a meeting to discuss article V, section 11 of the collective-bargaining agreement. That section provided that the employees working outside the geo- graphic areas of the Stockton local would be paid the local wage rate if that rate was higher than the Stockton wage rate.31 The Union did not reply to this letter. On 29 Johnson did not deny this testimony by Nathan so The following described employees of Respondents (the Stockton unit) constitute a unit appropriate for the purposes of collective bargain- ing within the meaning of Sec 9(b) of the Act: All full-time and regular part-time journeymen and apprentice pro- duction and maintenance employees, including , but not limited to, aluminum fabricators, assemblymen , loaders, haulers, painters, plastic fabricators, layout and pattern workers , metal fabricators, glass workers, plant and equipment maintenance workers, die makers, warehouse shipping and receiving workers , janitors, and journeymen and apprentice electrician sign hangers, including but not limited to, sign installers and servicemen, employed by Respondents at their Stockton, California facility ; excluding all other employees, office clerical employees, guards, and supervisors as defined in the Act ti Art. V, sec. 11 of the Stockton bargaining agreement provides: On electrical sign work outside the jurisdiction as set forth in this Agreement, employees must conform and abide with the working conditions and shall receive the wage scales as set forth in that juris- diction. Men shall not, however, be required to accept a lower rate of pay when covered in this Agreement , while working in another Continued AD-ART, INC. October 26, L. Papais called a meeting of Ad-Art's Stockton installation employees . Don Howe, Local 595's shop steward, attempted to obtain Livingston's attend- ance at the meeting , but Livingston was unable to attend on such short notice. Present at the meeting were Howe, three or four sign installers, Ron Johnson, Meyland, Amo, and L. Papais. Although Johnson stated that nego- tiations should not take place without Livingston, L. Papais told the installers that he could not afford to pay the higher wage rates for work out of their geographic jurisdiction and that some sort of resolution had to be reached. Another meeting was scheduled for a- -time when Livingston and the other sign installers could be present. On October 28, Livingston, Howe, and seven installers met with L. Papais, Meyland, and Amo. L. Papais told the employees that there was not much work in Stock- ton and offered the employees 25 cents an hour more when performing work outside of Local 591's jurisdic- tion. Papais said that if the employees did not accept his offer they would be looking for another job because their work would be done by others. One installation employee responded that Ad-Art had offered a $1.50 in- crease in negotiations the previous summer . Papais re- plied that he could not give them $1 .50. The employer representatives left the room and the employees cau- cused. The employees were told by Livingston and Howe that the contract could not be changed. The em- ployees proposed accepting 50 cents an hour presumably for meal money while ,on the road, although they had no intention of giving the Company anything in return. When the employer representatives returned, an employ- ee told L. Papais that the.employees would take the 50 cents an hour if something could be done. L. Papais re- plied he would pay 50 cents an hour . As the meeting was ending, L. Papais told Livingston that he wanted a letter of understanding. Livingston replied that he "wasn't changing the agreement .... I'm not going to pull the security clause or anything else." L. Papais said then there was no deal. Livingston answered that there was no deal. L. Papais said that the employees better be looking for another job. Livingston reiterated that there was no deal. L. Papais instructed Meyland to send a letter of under- standing to Livingston . The letter, dated October 31, stated that the Union had agreed to delete article V, sec- tion 11 from the collective-bargaining agreement in ex- change for a wage increase of 50 cents an hour .32 Liv- jurisdiction. Unless there is a reciprocal understanding between ad- joining Local Unions on traveling sign crews, employees shall notify the Business Manager's office where work is to be performed, before going to work in such areas. When Local Union 591 sign men are available, outside chops shall not send more than one (1) man per truck, to work in Local 591 jurisdiction. 32 The usual procedure was for the Union to prepare a letter of under- standing if any addendum or modification was reached I draw the infer- ence that L. Papais varied from the usual procedure because he knew that Livingston had not agreed to deletion of art. V, sec 11. In fact, art. V, sec. I I had not been specifically mentioned at the meeting of October 28. Livingston was under the impression that L. Papais wanted him to delete the union-secunty provision. 601 ingston did not sign the agreement and protested the im- plementation of the agreement to Ron Johnson when Livingston first learned of it in early November . Johnson said that if there was no deal, the employees would have to return the extra 50 cents an hour and Livingston agreed that something would have to be done. Living- ston then told the employees to put aside some money since they would likely have to return the extra 50 cents an hour. In early November , L. Papais approached Howe and said that there had been an agreement . Howe replied that the 50-cent-an-hour increase had been discussed but no agreement had been reached. Respondents implemented the 50-cent-an-hour increase on October 31 and had been paying that wage rate at least to the time of the unfair labor practice hearing. On October 25, 1983 , Local 591 filed a grievance against Ad-Art based on the presence of nonunion sign hangers at Ad-Art's Stockton facility. On December 5, 1983, Local 591 filed another grievance against Ad-Art, based on Ad-Art's October 26 meeting with employees at the Stockton plant and its October 31 deletion of arti- cle V, section 11 from the collective-bargaining agree- ment. On April 2 and June 5, 1984, Respondents and Local 591 arbitrated the two grievances . The issues before the arbitrator were ( 1) whether Ad-Art violated the union- security clause, article II, section 3, by hiring nonunion employees without giving Local 591 the opportunity to refer them, failing to inform these new nonunion employ- ees of their obligation to join Local 591, and failing to compensate them according to the Local 591 contract, including its article V, section 11; (2) whether Ad-Art violated the contract's union recognition clause, article II, section 3, and its grievance procedure, by conducting the October 26, 1983 meeting with the employees in the absence of a Local 591 business representative; and (3) whether the two grievances were properly before the ar- bitrator in accordance with section 2-A of the timeliness provision. On April 12, 1985, Donald H. Wollett, arbitrator, issued his decision finding that Ad-Art violated the con- tract in several respects including article V, section 11. Regarding the October 26 meeting, the arbitrator found that the grievance was untimely and, therefore, he did not reach the merits of that issue. 3. The alleged close of business a. Events in Oakland On November 22, 1983, a meeting was held at Local 595's offices to discuss the imminent closing of EPC's Oakland office.33 Present for the employer were Ron Johnson and Meyland . The Union was represented by Nathan and Sweeney . Livingston of Local 591 (Stock- ton) was also present . Johnson told the union representa- tives that EPC was closing its doors on November 30. Johnson said the Company was closing its doors in Oak- 99 The Oakland manufacturing facility had already reached a closure agreement with the manufacturing local union. 602 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD land, San Jose, and San Diego, but would maintain the facility in Cucamonga. The Cucamonga facility would be an Ad-Art facility having a collective-bargaining agree- ment with IBEW Local 477. Nathan said that Local 595 was also willing to negotiate , but he requested to see the Company's books. Johnson offered EPC's books but Nathan said if EPC was closing down, it was Ad-Art's books that he needed to see. On November 27, a help-wanted advertisement was run by Ad-Art in an Oakland newspaper, soliciting "sign installers/electricians" to apply for work at Respondent's Oakland facility. On November 30, Meyland sent letters to Local 595 and to the EPC employees informing them that the facility was closed and the employees were ter- minated. The sales and office personnel were transferred to Ad-Art's payroll. Following the alleged closure of the Oakland facility, Ad-Art began utilizing nonunion installers from Stockton to perform work in the geographic area formerly serv- iced by the Oakland facility. These nonunion installers were given work orders each Monday morning by Amo, Ad-Art's installation supervisor, and assigned work for a week. Each Monday they would report the time spent and expenses for the preceding week and receive work orders for the following week. If the work was complet- ed in less than a week , the employees called Amo in Stockton for additional orders. Tom Reid, a former Ad-Art employee, testified that he was instructed by Amo to call Dick Robillard at the Oakland facility for his additional work orders. Robillard had been EPC's Oakland plant superintendent and had been transferred to the Ad-Art payroll on December 1. Reid picked up material and work orders from Robillard. While on jobs in the Bay Area, Reid received materials both from Stockton and Oakland . After his first 2 weeks of employment, Reid's only contact with the Stockton facility was his Monday morning dispatch. Thereafter he reported to Robillard on a daily basis by telephone and visited the Oakland office at least twice a week. Reid tes- tified that he was told by Amo and Robillard that "it was illegal for him [Reid] to be at the Oakland plant and that he would be in trouble with 'the Union' if he were ever caught there." During the last week of January 1984, Reid was told by Robillard that he could no longer visit the Oakland facility and that Reid would have to telephone for orders and meet Robillard away from the Oakland office. Robillard then delivered materials to Reid at places other than the Oakland office. During the 10 months Reid worked for Respondent , he worked on over 100 jobs in the Bay Area. Those jobs were for cus- tomers for whom EPC's employees had previously per- formed work. Reid also performed work in the San Jose area for customers for whom EPC's employees had pre- viously performed work. Finally, Reid testified that after he was employed by Ad-Art for a month, and had been "hassled " by union employees in Stockton and in the field, he asked Amo if he were going to be allowed to join the Union. Amo an- swered that "John and Lou Papais would not allow a non-union sign hanger into the Union."34 Following the termination of EPC's Oakland employ- ees, Ad-Art performed installation work in the geograph- ic area previously serviced by Local 595 sign hangers. This work was performed by nonunion hangers such as Reid. The Oakland office staff-estimators, artists, coor- dinators, salesmen, and secretaries-were transferred to the Ad-Art payroll. Ramsey, first an Ad-Art salesman, then EPC's sales manager, and now again an Ad-Art salesman, testified that after EPC's closure he told all his clients that there would be no change in the operation and that it would be the "same location, just a different name." Although Respondents contend in this proceed- ing that they have no installation service at the Oakland facility, they advertised in January 1984 in a trade jour- nal that Ad-Art had eight such locations that of necessity includes two former EPC facilities (Oakland and San Jose). As late as February 1984, Respondents were ad- vertising for sign service personnel to apply for work at the Oakland facility. b. Events in San Jose On November 4, 1983, Meyland sent a letter to Jerry Cooper, Local 332's business agent, identifying himself as EPC's personnel manager and informing Local 332 that EPC was going to "cease operations in San Jose." Cooper called Meyland and arranged a meeting for No- vember 17 at San Jose. On that date, Meyland, Ron Johnson, Cooper, and Dick Conway, a business agent for Local 332, met to discuss the intended closure. Johnson said that EPC would close its doors effective November 30. Cooper asked how that affected the San Jose oper- ation because Local 332's contract was with Ad-Art. Johnson questioned that fact and Cooper produced the contract showing the employer as Ad-Art . Johnson said he was not negotiating on behalf of Ad-Art. Johnson told Cooper that Ad-Art intended to keep the San Jose sales office in operation, but would not need installation employees. He said installation would probably be per- formed by employees brought in from Ad-Art's Stockton plant. Johnson said that the San Jose employees should apply for work at the Stockton location. The meeting ended with Cooper saying he would contact the Union's lawyer to determine how to proceed with this matter. On November 30, Meyland sent a letter to Local 332 and EPC's San Jose employees advising them that the San Jose facility was closed and the employees terminat- ed. The sales and office personnel were transferred to the Ad-Art payroll and continued to work at the same location. Notwithstanding Respondents' contention that it had no longer maintained a service and installation facility in San Jose, but only a sales office, the evidence shows that following the alleged closure, Respondents performed sign service and installation work on almost a daily basis. 34 Amo denied baying that the Papaises would not allow a nonunion sign hanger into the Union . Amo testified that he told Reid that there were not any openings and that he told Reid that he could probably be a union member one day I find Reid to be a much more credible witness than Amo and, therefore. I credit Reid'% testimony over Amo's denial.. AD-ART, INC. This work was performed by nonunion personnel and an alleged subcontractor who utilized the same equipment previously used by the terminated EPC employees.35 In their posttrial brief, Respondents allege that the San Jose facility was closed after the instant hearing ended. c. Events in San Diego As previously indicated, Local 569 (San Diego) had a contract with the Electric Sign and Luminous Tube In- dustry of San Diego (the Association) that covered, inter alia, EPC's sign hangers at San Diego . The contract indi- cated that the employer was Ad-Art. On May 8, 1983, Local 569 sent a notice to EPC's San Diego facility of the termination of the 1980-1983 agreement and request- ing negotiations for a successor agreement . Neither Ad- Art nor EPC responded. On June 10, the Union sent a letter to Ad-Art at the San Diego facility notifying it that the Association nego- tiations were commencing on June 16 . Neither Ad-Art nor EPC responded to this notice. The negotiations be- tween the Union and the Association commenced on June 16 and resulted in an agreement between the Union and the Association for a collective-bargaining agree- ment effective by its terms from July 11, 1983, until July 1986. The Union notified Ad-Art of this agreement on September 19. Thereafter, on November 4, Meyland wrote the Union stating that EPC was ceasing operation in San Diego and for that reason there was no need to enter "into a collective bargaining relationship with IBEW Local 569." Neither Ad-Art nor EPC ever with- drew from the multiemployer association. James Chufo, employed by Respondent since the pur- chase from Federal in 1978, was called at his home on November 11 by Earl Scudder, then superintendent at the San Diego facility. Scudder told Chufo that Re- spondents were going "non-union" and closing the plant. Scudder told Chufo to come into the facility on Novem- ber 14 to pick up his final check. Chufo went to see Scudder on November 14 and, received his final pay- check and a termination slip which read, "Ad-Art is no longer union." Scudder told Chufo that if he wanted a job he would be rehired but his pay would be substan- tially reduced. Chufo declined the offer. Claud Rider was employed by Respondent for only 3 days.36 On November 14, Rider reported for work and was told by Scudder that Respondents were going non- union and that Scudder had received orders from "up North" to fire everybody and then hire them back in a week as non-union employees . Rider was also given a termination slip stating, "Ad-Art is no longer union." Scudder testified that after Chufo and Rider were fired, he finished the jobs in progress with employees from the Cucamonga facility. Scudder later hired two workers as Ad-Art employees to do the work previously done by Chufo and Rider. Scudder testified that he had been told to fire Chufo and Rider by Roger Wilkerson BB Whether this alleged subcontractor was in fact an employee of Re- spondents has no effect on the conclusions. 3B Scudder did not deny Rider's testimony that he (Rider) was told that he was being hired as a permanent employee . Rider had been hired to replace an employee who had failed to report for work for several days. 603 (then manager of Central Control-Stockton). Wilkerson also told Scudder that Scudder was no longer employed by Ad-Art/Electrical Products Corporation , but by Ad- Art. In February or March 1984, Wilkerson instructed Scudder to close down the San Diego facility . Scudder was transferred to the Cucamonga facility. 37 Since March 1984, the installation and service work in the San Diego area has been performed by employees from the Cucamonga facility. Scudder admitted that from November 14, 1983, until the closure in March 1984, aside from the discharge of the two Local 569 members, the only change was in the name of the business. 4. The request for information On December 15, 1983, Local 332 (San Jose) filed a grievance alleging that Respondents violated the con- tract by terminating its sign hangers and installers and performing the work with nonunion personnel. On January 4, 1984, Local 332, by letter , requested Respondents to furnish it with certain information relat- ing to the business relationship between Ad-Art and EPC. The San Jose local cited its belief that the Compa- nies were interrelated and the fact that the employees had received wages and fringe benefits from both Com- panies. In this same letter Local 332 grieved the failure of Ad-Art to follow the recognition clause, union-securi- ty clause, hiring procedure, and wage and fringe benefit provisions of the 1982- 1984 collective-bargaining agree- ment. Local 332 alleged that the requested information was necessary to determine whether Ad-Art and EPC were both bound to the 1982-1984 collective-bargaining agree- ment. Respondents never replied to the request for infor- mation. Analysis and Conclusions A. The Relationship Between the Companies "A company which has not agreed to be bound by the collective-bargaining contract of another company may nevertheless be held to that contract if it is an alter ego of the signing company or if it may be said to constitute a single employer with that company ." Kiewit Sons' Co., 206 NLRB 562 (1973), vacated on other grounds 518 F.2d 1040 (D.C. Cir. 1975), affd. in part, vacated in part, and remanded 425 U.S. 800 (1976). The Board and the courts have often used the terms alter ego and single em- ployer interchangeably. The U.S. Supreme Court delin- eated what it meant by an alter ego in Howard Johnson Co. v. Hotel & Restaurant Employees, 417 U.S. 249, 259 fn. 5 (1974): It is important to emphasize that this is not a case where the successor corporation is the "alter ego" of the predecessor, where it is "merely a disguised continuance of the old employer." Southport Petrole- um Co. Y. NLRB, 315 U.S. 100, 106 (1942). Such 014 The record does not disclose whether Respondents closed only its service operations or closed the entire San Diego rucihty. 604 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD cases involve a mere technical change in the struc- ture or identity of the employing entity, frequently to avoid the effect of the labor laws, without any substantial change in its ownership or manage- ment.38 The legal principles to be applied in determining whether two factually separate employers are in fact alter egos are well settled . The Board has found alter ego status when two enterprises have "substantially iden- tical' management, business purpose, operation , equip- ment, customers, and supervision , as well as ownership." Denzil S. Alkire, 259 NLRB 1323, 1324 (1982); Crawford Door Sales Co., 226 NLRB 1144 (1976). Similarly, in determining whether enterprises consti- tute a single employer the controlling criteria are (1) interrelation of operations; (2) common management; (3) centralized control of labor relations; and (4) common ownership. Bacchus Wine Cooperative, 251 NLRB 1552 (1980); NLRB v. Don Burgess Construction Corp., supra; Electrical Workers IBEW Local 1264 v. Broadcast Service, 380 U.S. 255 (1965); Sakrete of Northern California, 137 NLRB 1220 (1962), enfd. 332 F.2d 902 (9th Cir. 1964), cert. denied 379 U.S. 961 (1965). The Board has stressed the first three factors, as well as the presence of control of labor relations. Sakrete, supra, 332 F.2d at 905 In. 5. No one of the factors is controlling, however, nor need all the "controlling criteria" be present. Burgess, supra at 384; NLRB v. Welcome-American Fertilizer Co., 443 F.2d 19, 21 (9th Cir. 1971). Single employer status, for pur- poses of the Act, depends on all the circumstances of the case and is characterized as an absence of an "arm's length relationship found among unintegrated compa- nies." Shellmaker, Inc., 265 NLRB 749, 753-754 (1982); Blumenfeld Theatres Circuit, 240 NLRB 206, 215 (1979), enfd. 626 F.2d 865 (9th Cir. 1980). The ownership of both corporations is identical. L. Papais owns 50 percent, J. Papais owns 25 percent, and O'Leary owns 25 percent of the stock of each corpora- tion. These three individuals also hold the same offices with each corporation. Although EPC had a general manager with responsibility for day-to-day operations, it is clear that L. Papais, J. Papais, and O'Leary had the ultimate responsibility in their repective areas of manage- ment. Thus, L. Papais had the ultimate responsibility for personnel and labor relations matters such as company- wide insurance, collective bargaining, hiring, pay raises, and sales commissions. J. Papais had the ultimate respon- sibility for scheduling, production , and cash expenditures for both Companies. O'Leary had the ultimate responsi- bility for sales and sales personnel for both Companies. The weakness of Respondents' contention that the Com- panies were separate is highlighted by Allen's testimony that prior to working for Ad-Art he worked for Federal Signs. Allen saw EPC and Ad-Art as the same Compa- ny. Further, Allen admitted that EPC Sales Manager Ramsey acted as if he worked for Ad-Art in Stockton. In fact, L. Papais, J. Papais, and O'Leary all used the name Ad-Art to encompass all Ad-Art and EPC facilities s" See also Burgess Construction, 596 F.2d 378 (9th Cir 1979), enfg 227 NLRB 765 (1977). in intracompany documents. If such high level managers viewed the two companies as one, there can be no doubt that employees, customers, and other third parties were led to believe that the Companies were a single business enterprise. Management and supervisors such as Allen, Long, Wilkerson, Toschak, and Ramsey were transferred through the Companies without a break in service. Allen, allegedly the top management official of EPC, was transferred to Ad-Art when that Company needed his services for a job in Saudi Arabia. EPC received no compensation for Allen's services. Long was transferred to EPC to replace Allen, and another EPC official was transferred to Ad-Art to replace Long. The exchange of management officials simply does not take place within unintegrated companies . Similarly wholesale transfers of employees such as the transfer from Ad-Art Emeryville to EPC Oakland, and the transfer of Ad-Art's San Jose employees to EPC San Jose do not take place within un- integrated companies. During the period prior to the May 1983 consolida- tion, EPC utilized the Ad-Art name and logo on its buildings, trucks, rolling stock, business cards, contracts, drawings, blueprints, advertising, and paychecks. More- over, EPC utilized the Ad-Art name on filings with gov- ernmental agencies. Following the consolidation in May 1983 only Ad-Art's name was used on contracts and on the payroll checks. Notwithstanding Respondents' con- tention that EPC and Ad-Art simply entered into a con- tract for accounting services, employees were notified of a consolidation, of a Central Control Department, and of the new procedure for contracts. Further, the employees began receiving their paychecks from Ad-Art rather than EPC. Although the Companies billed each other for serv- ices, no payment was ever made, not even for the al- leged sale. Both the service contract between Ad-Art and EPC in May 1983 and the sales agreement in No- vember 1983 were negotiated by L. Papais on behalf of both Companies-hardly arm's-length transactions. Regarding labor relations , the evidence leads one to conclude that no bargaining agreement could be reached by either Company without the approval of L. Papais. L. Papais signed agreements on behalf of both Companies and in 1983 engaged in critical negotiations on behalf of both Companies. Further, Ron Johnson, accompanied by Ad-Art personnel directors, negotiated on behalf of both entities. In prior years, J. Papais signed collective-bar- gaining agreements on behalf of both Companies. Both J. Papais and Allen signed labor agreements for EPC facili- ties that recited that Ad-Art was the Employer. Personnel directors of Ad-Art worked on insurance and personnel policies for both Companies. Further, Meyland, then calling himself EPC's personnel director and now claiming only to have authority for Ad-Art, no- tified the Unions and employees of the closures in Oak- land and San Jose. Under all the circumstances there can be no doubt that EPC and Ad-Art were a single employer. Further, since May 1983 there can be no doubt that Ad-Art became the employer of the employees at the Oakland, San Jose, and AD-ART, INC. San Diego facilities by consolidating with EPC and re- moving the "name only" distinction between the Compa- nies. Ad-Art, after the consolidation, employed and paid the employees in accordance with the collective-bargain- ing agreements then in effect . It entered into an agree- ment on behalf of EPC with the Oakland local in Sep- tember 1983. It reported to the Government, via the W-2 forms, that it was the employer of those employees in 1983. Thus, for the period from May 1983 until Novem- ber 1983, Ad-Art had adopted the EPC collective-bar- gaining agreements and had assumed EPC's obligation under the agreements. As can be readily seen, prior to May 1983, EPC was a subsidiary of Ad-Art, which was so controlled by Ad- Art as to constitute a single employer under the applica- ble case law. Between May and November 1983, Ad- Art's control over EPC increased . The distinctions be- tween the Companies all but disappeared. Thus, there can be no doubt that Respondents constituted a single employer just prior to the alleged sale from EPC to Ad- Art in November 1983. There also cah be no doubt that since November 1983 Respondent Ad-Art has been an alter ego of Respondent EPC. See Howard Johnson Co. v. Hotel & Restaurant Em- ployees, supra, 417 U.S. at 259 fn . 5 (1974). By November 1983 Respondent EPC was no more than a corporate name for all practical purposes. Re- spondent Ad-Art had taken over the administration of EPC's business and was the only one of the two Compa- nies selling or leasing signs . Further only Ad-Art was paying the wages and fringe benefits of the employees performing work for both Companies. The only change that took place in November 1983 was the name change from Ad-Art/EPC to Ad-Art . Respondents' supervisors, Scudder and Ramsey, admitted that the only change was in the name. Respondents were simply attempting to avoid EPC's union contracts, and the financial obligations thereunder, by changing the name of the Ad-Art/EPC operations to Ad-Art, Inc. The employees discharged in San Diego were told that "Ad-Art is no longer Union"39 but that they could be rehired for lower wages on a nonunion basis. Ron Johnson, in negotiations, stated wages were the problem and that he would not negotiate, but would sign a contract on behalf of Ad-Art if the Oakland em- ployees agreed to the lower wage rate of the Stockton agreement. If the employees did not agree , Ad-Art would subcontract or perform the work nonunion. Prior to the sale, Ad-Art advertised for employees to perform the work of the Oakland employees. These nonunion em- ployees worked out of Stockton . Amo told one employ- ee, Reid, that the Papaises would not let nonunion sign hangers into the Union . Robillard told Reid that it was illegal for the employee to be at the Oakland facility and that Reid would be in trouble with the Union if he was seen at the Oakland facility. These statements by Re- spondents illustrate the clear intent , obvious from the entire record, that Respondents' purpose was to rid itself of the Unions and the unwanted wage provisions of their 39 These statements were made prior to the alleged transfer from EPC to Ad-Art. 605 collective-bargaining agreements with the Unions. Re- spondents hoped to free themselves from the contracts by claiming only EPC and not Ad-Art was bound to these agreements. Collective-bargaining agreements can- not be so easily avoided. The management and supervisors of the Companies re- mained the same. There was no change in the business purpose and the Companies continued to perform the same service for the same customers in the same geo- graphic areas, using the same equipment . Ad-Art com- pleted jobs that had been started by Ad-Art/EPC. Labor relations and personnel continued to be managed and controlled by L. Papais with the assistance of Ron John- son and Meyland.40 More importantly, the alleged sale from EPC to Ad- Art cannot be viewed as a bona fide transaction . First, Ad-Art, the alleged purchaser, was merely a continu- ation of the selling corporation. Second, the transaction was entered into for the purpose of avoiding the contrac- tual and statutory obligations to the Unions. See Golden State Bottling Co. v. NLRB, 414 U.S. 168 at 182 (1973). As noted earlier, Ad-Art never did pay the alleged con- sideration for its purchase. Under the circumstances, I am persuaded that since November 1983, Respondent Ad-Art has been operating as a disguised continuance and alter ego of the former Ad-Art/EPC operations with the intention of avoiding its contractual and statutory obligations to the Unions.41 B. The Unfair Labor Practices in Stockton Section 8(a)(5) of the Act makes it an unfair labor practice for an employer "to refuse to bargain collective- ly with the representative of his employees." Section 8(d) of the Act defines the duty to bargain collectively, in relevant part, as prohibiting either party to a collec- tive-bargaining agreement from unilaterally terminating or modifying the agreement during its effective term. Section 8(d) also grants each party to the agreement the right to refuse "to discuss or agree to any modification of the terms and conditions contained in a contract for a fixed period, if such modification is to become effective before such terms and conditions can be reopened under the provisions of the contract ." Accordingly, an employ- er acts in derogation of its bargaining obligations under Section 8(d), and thereby violates Section 8(a)(5) and (1) by modifying a collective-bargaining agreement during the effective period of the agreement without the con- sent of the union . Chemical Workers Local I v. Pittsburgh Plate Glass, 404 U.S. 157, 185-186 (1971); Oak Cliff Golman Baking Co., 207 NLRB 1063 (1973), enfd. 505 F.2d 1302 (5th Cir. 1974), cert. denied 423 U.S. 826 (1975). 40 In November 1983, Johnson, with Meyland at his side, negotiated with the Oakland and San Jose locals on behalf of both Ad-Art and EPC. 4' Respondents contend that Ad-Art cannot be an alter ego because it was a long-established business rather than a newly created entity used as a disguised continuance I find no merit in that argument . An employer may not avoid its collective-bargaining agreement by simply doing bust- ness under another name. This result is not altered by the employer's originality, or lack thereof, in choosing a name. 606 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD As discussed earlier, Respondents' attempt to avoid its obligations under its collective-bargaining agreement with the Oakland local included an attempt to delete ar- ticle V, section 11 of the Local 591 (Stockton) collec- tive-bargaining agreement. The General Counsel alleges that Respondents violated Section 8(a)(5) and (1) by di- rectly bargaining with the sign hangers and bypassing Local 591 as their exclusive-bargaining representative. Respondent attempted to renegotiate article V, section I1 during the term of the agreement. Local 591, having no obligation to bargain regarding that provision during the contract term, resisted Respondents' efforts. Thereaf- ter, on October 26, in the absence of Business Agent Liv- ingston, L. Papais told the employees that he could not afford to pay the higher pay for work outside the Stock- ton geographic area mandated by the bargaining agree- ment. At a second meeting, on October 28, in Living- ston's presence, L. Papais attempted to negotiate a higher wage rate in return for relief from the provisions of the contract. Livingston did not protest this bargain- ing. At the conclusion of the meeting, however, Living- ston told L. Papais that he would not agree to change the contract and that there was no deal. Section 8(a)(5) creates an obligation on the part of an employer to bargain with an incumbent union as the ex- clusive bargaining representative of its employees in the matter of wages, hours, terms, and conditions of employ- ment. It may not attempt to circumvent the exclusive status of the bargaining agent by attempting to deal di- rectly with its represented employees. Medo Photo Supply Corp. V. NLRB, 321 U.S. 678 (1944). An employer must deal in bargaining negotiations with the statutory repre- sentative and cannot bargain directly or indirectly with the employees. NLRB v. Insurance Workers, 361 U.S. 477 at 484-485 (1960). "The employer's statutory obligation is to deal with the employees through the union, and not with the union through the employees." General Electric Co., 150 NLRB 192, 195 (1964). In the instant case, Respondents, unable to obtain relief from their contract with the Stockton local, sought to exert pressure on the Union by offering a wage increase to the employees and by threatening the employees with a loss of work opportunities if the Respondents' offer was not accepted. The Stockton local was under no obli- gation to change or bargain about the contract, during the term of the contract, and Respondents' attempts on October 26 and 28 to bypass the Union are inconsistent with their obligations under Section 8(a)(5). I, therefore, find that by this conduct Respondents violated Section 8(a)(5) and (1) of the Act. Under the facts of this case, I find Respondents' conduct was not privileged by Living- ston's presence at the October 28 meeting. Respondents' unlawful conduct had required Livingston's presence at the meeting. Livingston made it clear, first, to the em- ployees and later, to L. Papais, that he would not agree to change the existing contract. Under Section 8(d) of the Act, Livingston was privileged to refuse to bargain or change the agreement. The arbitrator found that there was no agreement by Local 591 to change the contract and that Respondents violated article V, section 11 by working employees paying the Local 595 rate. Respondents were ordered to make the Stockton employees whole for such hours worked in the Bay Area after November 30, 1983. The arbitrator did not reach the direct dealing issue finding that the grievance was untimely under the contract.42 Respondents contended, prior to the award, that the unfair labor practices regarding the Stockton bargaining unit should be deferred to the grievance and arbitration procedure. The arbitrator has now ruled on the matter and Respondents now argue against deferral. Local 591 initially argued against deferral but now argues in favor of deferral. The General Counsel consistently argued against deferral. In Spielberg Mfg. Co., 112 NLRB 1080 (1955), the Board held it would defer to an arbitration award when the proceedings appear to have been fair and regular, all parties have agreed to be bound, and the decision of the arbitrator is not clearly repugnant to the purposes of the Act. More recently in Olin Corp., 268 NLRB 573, 574 (1984), the Board clarified its Spielberg standards by stat- ing it would find that an arbitrator has adequately con- sidered the unfair labor practice if (1) the contractual issue is factually parallel to the unfair labor practice issue, and (2) the arbitrator was presented generally with the facts relevant to resolving the unfair labor practice. Further, in Olin, the Board stated that it would require that the party seeking to have the Board reject deferral and consider the merits of a given case affirmatively show that the above standards for deferral have not been met. In applying the Spielberg and Olin standards to the in- stant case, I cannot defer regarding the direct dealing al- legation because the arbitrator failed to reach the merits on that issue. The arbitrator dismissed the grievance on timeliness grounds. On the other hand, the alleged unilat- eral change was decided by the arbitrator. The arbitrator's award meets the Spielberg standards. The proceedings were fair and regular, all parties agreed to be bound, and the decision of the arbitrator is not clearly repugnant to the purposes of the Act. Based on the facts presented, the arbitrator found that there was no agreement to modify the contract and, therefore, Re- spondents' deletion of article V, section 11 was a breach of the contract. The remedy was to apply the bargaining agreement including article V, section 11 to the employ- ees that performed the work. There has been no valid reason shown why the Board should reject deferral to the award and consider the merits of that dispute. Respondents contend that the arbitrator found that the work of installation and maintenance in Oakland and San Jose belonged to the Stockton unit and that the award would be "invalid" if I find that work belonged to the Oakland and San Jose units. I find no such conflict exists between the arbitrator's decision and my decision herein. I find below that Respondents unlawfully assigned the work of the Oakland and San Jose unit employees to nonunion employees in Stockton. The arbitrator simply found that while the work was being performed out of 42 The time limitations under the contract are much shorter than the 6- from Stockton in the jurisdiction of Local 595, without month statute of limitations under Sec. 10(b) of the Act. AD-ART, INC. Stockton, the Stockton agreement , calling for the Oak- land wage rate, should be applied . The arbitrator's remedy, calling for backpay for the employees perform- ing the work is not inconsistent with the remedy calling for backpay for the employees that would have per- formed the work but for Respondents' unfair labor prac- tices. Finally, the possibility that Respondents might not comply with the arbitrator's award is not a deterrent to deferral. In Malrite, Inc., 198 NLRB 241 (1972), enfd. in relevant part 494 F.2d 1136 (D.C. Cir. 1974), the Board stated: If the Board's deference to arbitration is to be meaningful it must encompass the entire arbitration process, including the enforcement of arbitral awards [through judicial procedures]. In J & H Rainwear, 273 NLRB 497 (1984), the Board reaffirmed the Malrite principles. Accordingly, I shall defer to the arbitration regarding the alleged unilateral deletion of article V, section 11 of the Ad-Art-Local 591 collective-bargaining agreement. Accordingly, that allegation of the complaint will be dis- missed. C. The Unfair Labor Practices in San Diego Both Respondents as a single employer were bound by the 1980- 1983 multiemployer Association agreement covering the sign hangers and installers at San Diego. The Board, with court approval, has held that an em- ployer may not withdraw from multiemployer bargain- ing once negotiations for either an initial or a successor agreement have commenced , absent unusual circum- stances. Bonanno Linen Service Y. NLRB, 454 U.S. 404 (1982); Retail Associates, 120 NLRB 388 (1958). In this case, Respondents never withdrew from the Association. The Respondents were bound by the multiemployer agreement negotiated by the Association in 1983 which, by its terms, is retroactive to July 11, 1983. By refusing to execute and abide by the association agreement, Re- spondents have violated Section 8 (a)(5) and (1) of the Act. In order to obtain more favorable wage rates in the San Diego area, Respondents discharged their two bar- gaining unit employees because "Ad-Art is no longer union." Respondents offered these two employees future work under nonunion conditions . Thus, I find Respond- ents violated Section 8(a)(3) of the Act by discharging employees Chufo and Rider because they were members of and were represented by Local 569. Island Typogra- phers, 252 NLRB 9 (1980); G & M Lath & Plaster Co., 252 NLRB 969 (1980). The complaint alleges that Respondents unlawfully re- assigned the work of the bargaining unit employees with- out prior notice to or bargaining with Local 569. As dis- cussed above, I have found that Respondents violated Section 8(a)(3) and (1) of the Act by discharging the bar- gaining unit employees and replacing them with non- union employees. The discharge of all bargaining unit employees to avoid the bargaining obligation also vio- lates Section 8(a)(5) and (1) of the Act. Helrose Bindery, 607 204 NLRB 499, 504 (1973). The reassignment of the work to nonunion personnel and later to employees from the Cucamonga facility was a further violation of the 8(a)(5) obligation to recognize and bargain with the San Diego local. D. The Unfair Labor Practices in Oakland and San Jose In terminating their Oakland employees, represented by Local 595, and San Jose employees, represented by Local 332, Respondents similarly violated Section 8(a)(5), (3), and (1) of the Act. Rather than bargain with Local 595, Ad-Art/EPC simply discharged all the unit employees and began operating as the alter ego of Ad- Art. The use of an alter ego or "disguised continuance" to rid oneself of a union, even though motivated by eco- nomic considerations, is unlawful. NLRB v. Lewis, 245 F.2d 886, 887-889 (9th Cir. 1957); G & M Lath & Plaster Co., supra. Further, when an employer discharges its em- ployees to escape the obligations of its collective-bar- gaining agreements, these discharges violate Section 8(a)(5), (3), and (1). Rushton & Mercier Woodworking Co., 203 NLRB 123, 124 (1973); Helrose Bindery, above. The General Counsel further argues that Respondents, by reassigning the work of the unlawfully discharged Oakland and San Jose unit employees, also violated Sec- tion 8(a)(5) and ( 1) and Section 8(d) of the Act by making a midterm modification of its contracts with the San Jose and Oakland Local Unions. Both contracts at issue contained the following work preservation clause, which states, in relevant part: The Employer further agrees that he will not sublet, assign or transfer any work covered by this Agreement to any other person, firm or corporation if such subletting, assigning or transfer will cause the loss of work opportunities to employees in the Employer's establishment covered by this Agree- ment. Any such subletting, assigning or transfer shall be allowable after a mutual determination has been made by the representatives of the parties hereto that such action is not in conflict with the preceding sentence. In the instant case, rather than bargain with the Unions over more favorable wage rates or the transfer of work to their Stockton location , Respondents unlawfully terminated all bargaining unit employees. In addition to the violations of Section 8(a)(5), (3), and (1), found above, I find that Respondents unilaterally transferred work in violation of the contract and Section 8(a)(5) and (1) and Section 8(d) of the Act. The recent Board decisions of Milwaukee Spring Divi- sion, 268 NLRB 601 (1984),43 and Otis Elevator Co., 269 NLRB 891 (1984),44 do not aid Respondents' case here. In Milwaukee Spring Division , the Board stated that before it would conclude that an employer violated Sec- tion 8(d), it first must identify a specific term "contained in" the contract that the employer's decision modified. 49 Reversing MilwauAee Spring Division , 265 NLRB 206 (1982) 44 Reversing Otis Elevator Co, 255 NLRB 235 (1981) 608 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD The Board would not infer a provision not to relocate a facility during the term of a contract. In the instant case, the contracts contained express provisions prohibiting the reassignment or transfer of work without the Unions' consent. Rather than bargain with the Oakland and San Jose Locals, who had no obligation to modify their exist- ing contracts, Respondents simply discharged the em- ployees and found other ways to perform the work. Thus, under Milwaukee Spring Division, Respondents vio- lated Section 8(d) and Section 8(a)(5) of the Act. In Otis Elevator II, the Board stated that "the critical factor to a determination whether the decision is subject to mandatory bargaining is the essence of the decision itself, i.e., whether it turns on a change in the nature or direction of the business, or turns on labor costs; not its effect on employees nor a union's ability to offer alterna- tives." See Clinton's Ditch Co., 274 NLRB 728 (1985). In the instant case, the evidence is clear that Respondents' sole motivation in the transfer and reassignment of work was to avoid the labor costs of its contracts with the Oakland and San Jose locals. Aside from the name change, the only change in the operations was the per- formance of the work, covered by the contract, with cheaper nonunion personnel. In any event, whether Re- spondents' reassignment or transfer of the work was a mandatory subject of bargaining, since Respondents agreed not to reassign and transfer the work during the term of the contracts, their midterm modification of the contracts violated Section 8(a)(5) and Section 8(d) of the Act. Otis Elevator Co., like Milwaukee Spring Division, only applies when there is no provision contained in the contract prohibiting the employer's conduct. Finally, Respondents contend that the Oakland local waived its rights to seek liability against Respondent Ad- Art by executing an agreement only with EPC in Sep- tember 1983. That contention has no merit. First, waiver must be clear and unmistakeable. See, e.g., NLRB v. Item Co., 220 F.2d 956, 958-959 (5th Cir. 1955), cert. denied 350 U.S. 905 (1955); C & C Plywood Corp., 148 NLRB 414, 416-417 (1964), enf. denied 351 F.2d 224 (9th Cir. 1965), revd. 385 U.S. 421 (1967). Silence in the bargain- ing agreement does not meet that test. See, e.g., Timken Roller Bearing Co. v. NLRB, 325 F.2d 746, 750-754 (6th Cir. 1963), cert. denied 376 U.S. 971 (1964); Sun Oil Co., 232 NLRB 7 (1977). Second, the undenied testimony of Nathan establishes that the Oakland local reserved its po- sition that Respondents were a single employer, although dropping its demand for a written provision to that effect. The Oakland local did not waive its statutory right. It simply agreed with Respondents to resolve that dispute at another time and place. In light of such evi- dence, a waiver by Local 595 of its statutory rights cannot be inferred from its failure to name Ad-Art in the September 1983 agreement. E. The Refusal to Furnish Information It is well settled that an employer has a statutory obli- gation to provide a union, on request, with relevant in- formation the union needs for the proper performance of its duties as a collective-bargaining representative. NLRB v. Acme Industrial Co., 385 U.S. 432, 435-436 (1967); De- troit Edison Co. v. NLRB, 440 U.S. 301 (1979). In deter- mining whether an employer is obligated to supply par- ticular information, the question is only whether there is a "probability that the desired information [is] relevant, and that it would be of use to the union in carrying out its statutory duties and responsibilities." NLRB v. Acme Industrial Co., above at 437. As the Supreme Court has stated, the disclosure obligation is measured by a liberal "discovery-type standard," not a trial-type standard, of relevance. Ibid. Where the requested information deals with information pertaining to employees in the unit, which goes to the core of the employer-employee rela- tionship, said information is "presumptively relevant." Shell Oil Co., 441 F.2d 880 (9th Cir. 1971). Where the in- formation is presumptively relevant, the employer has the burden of proving the lack of relevance. Prudential Insurance Co., 412 F.2d 77 (2d Cir. 1969). "[B]ut where the request is for information with respect to matters oc- curring outside the unit, the standard is somewhat nar- rower . . . and relevance is required to be somewhat more precise.... The obligation is not unlimited. Thus where the information is plainly irrelevant to any dispute there is no duty to provide it." Ohio Power Co., 216 NLRB 987, 991 (1975); Doubarn Sheet Metal, 243 NLRB 821, 823 (1979). Thus, when the requested information deals with matters outside the bargaining unit, the union must establish the relevancy and necessity of its request for information. San Diego Newspaper Guild Local 95 v. NLRB, 548 F.2d 863 (9th Cir. 1977). In cases when the employer, party to a collective-bar- gaining agreement, appears to be operating another com- pany that might be so interrelated as to constitute a single employer or alter ego, the union party to that agreement is entitled to information from the employer regarding the nature of and relationship between the two operations, which may be relevant and useful to the union representing the employees in negotiating terms and conditions of employment with the employer, or ad- ministering and enforcing the collective-bargaining agreement. See, e.g., Walter N. Yoder & Sons, Inc., 270 NLRB 652 (1984); Associated General Contractors, 242 NLRB 891 (1979), enfd. as modified 633 F.2d 766 (9th Cir. 1980); Leonard B. Hebert, Jr. & Co., 259 NLRB 881 (1981), enfd. 696 F.2d 1120 (5th Cir. 1983). The union must demonstrate reasonable or probable relevance whenever the requested information ostensibly relates to employees outside the represented bargaining unit even though the information may show ultimately that the employees are part of the bargaining unit because of the existence of a single employer or an alter ego relation- ship. Walter N. Yoder & Sons, above. In the instant case, the failure of Ad-Art and EPC to observe corporate lines, the fact that the bargaining agreement recited that Ad-Art was the employer, and the payment of the EPC employees by Ad-Art from May 1983 until the alleged close of business more than amply demonstrated the relevance of Local 332's request for information. The request for information was clearly necessary to determine whether Ad-Art was bound by the 1982-1984 agreement it was seeking to avoid by claiming only EPC was bound to the agreement, and was relevant and necessary to the grievance by Local AD-ART, INC. 332 concerning the termination of bargaining unit em- ployees and the transfer of bargaining unit work. Thus, Respondents' failure and refusal to provide the informa- tion violates Section 8(a)(5) and (1) of the Act. CONCLUSIONS OF LAW 1. Respondents Ad-Art, Inc. and Electrical Products Corporation are each employers within the meaning of Section 2(2), engaged in commerce and in business af- fecting commerce within the meaning of Section 2(6) and (7) of the Act, and collectively constitute a single employing enterprise and a single employer within the meaning of the Act. 2. International Brotherhood of Electrical Workers, Local Union No. 591, International Brotherhood of Elec- trical Workers, Local Union No. 595, International Brotherhood of Electrical Workers, Local Union No. 332, and Local Union 569, International Brotherhood of Electrical Workers are all labor organizations within the meaning of Section 2(5) of the Act. 3. By discharging the sign hangers and installers repre- sented by Local 595 (Oakland), Local 332 (San Jose), and Local 569 (San Diego), Respondents violated Sec- tion 8(a)(3) and (1) of the Act. 4. At all times material, IBEW Local Union No. 591 (Stockton) has been the exclusive collective-bargaining representative of the employees in the following appro- priate bargaining unit within the meaning of Section 9(a) of the Act: All full-time and regular part-time journeymen and apprentice production and maintenance employees, including but not limited to, aluminum fabricators, assemblymen, loaders, haulers, painters, plastic fab- ricators, layout and pattern workers , metal fabrica- tors, glass workers, plant and equipment mainte- nance workers, die makers, warehouse shipping and receiving workers, janitors, and journeymen and ap- prentice electrician sign hangers, including, but not limited to, sign installers and servicemen, employed by Respondents at their Stockton , California facili- ty; excluding all other employees, office clerical em- ployees, guards, and supervisors as defined in the Act. 5. At all times material, IBEW Local Union No. 595 (Oakland) has been the exclusive collective-bargaining representative of the employees in the following appro- priate bargaining unit within the meaning of Section 9(a) of the Act: All full-time and regular part-time journeymen and apprentice electrician sign hangers , including but not limited to sign installers and servicemen, em- ployed by Respondents at their Oakland, California facility; excluding all other employees, office cleri- cal employees, guards , and supervisors as defined in the Act. 6. At all times material, IBEW Local Union No. 332 (San Jose) has been the exclusive bargaining representa- tive of the employees in the following appropriate bar- 609 gaining unit within the meaning of Section 9 (a) of the Act: All full-time and regular part-time journeymen and apprentice electrician sign hangers, including but not limited to tube benders, shopmen, cleaners and servicemen, employed by Respondents at their San Jose, California facility; excluding all other employ- ees, office clerical employees, guards, and supervi- sors as defined in the Act. 7. At all times material, Local Union 569, IBEW (San Diego) has been the exclusive bargaining representative of the employees in the following appropriate bargaining unit within the meaning of Section 9(a) of the Act: All employees employed by employer-members of the Electric Sign and Luminous Tube Industry As- sociation of San Diego County who do the manu- facturing, installing, alteration, dismantling and con- necting of all electrical and luminous tube displays and neon illumination, including its auxiliary equip- ment and structures for the support thereof, includ- ing footings, as well as the wiring, assembly, service and cleaning of all such displays; also those employ- ees who bend, repair and pump luminous tubes used as a conductor of electricity; also those who do the handling and installing of all glass, plastic fabrica- tion and including all assembly of signs, and electri- cal material during fabrication including the loading of signs on trucks, operation of trucks, including any equipment necessary to the erection, installation and maintenance of signs, tying of tubing on racks and the blocking out of tubing; excluding all other employees, office clerical employees, professional employees, guards, and supervisors as defined in the Act. 8. By transferring and reassigning the work of the'em- ployees in the bargaining unit represented by Local 595 with the object of avoiding its contractual and statutory obligations to IBEW Local 595 and by withdrawing rec- ognition of the Union as the collective -bargaining repre- sentative of the employees, Respondents unlawfully modified the terms and conditions of the contract before the contract could be reopened pursuant to its provi- sions, thereby violating Section 8 (d) and Section 8(a)(5) and (1) of the Act. 9. By transferring and reassigning the work of the em- ployees in the bargaining unit represented by Local 332 with the object of avoiding its contractual and statutory obligations to IBEW Local 332 and by withdrawing rec- ognition of the Union as the collective -bargaining repre- sentative of the employees, Respondents unlawfully modified the terms and conditions of the contract before the contract could be reopened pursuant to its provi- sions, thereby violating Section 8(d) and Section 8(a)(5) and (1) of the Act. 10. By refusing to furnish Local 332 with the request- ed information relevant and necessary to the Union's ad- ministration of its collective-bargaining agreement with 610 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Respondents, Respondents violated Section 8(a)(5) and (1) of the Act. 11. The allegation that Respondents unilaterally delet- ed article V, section 11 of their collective-bargaining agreement with IBEW Local 591 shall be deferred to the decision of the arbitrator. 12. By attempting to bypass Local 591 and bargain di- rectly or indirectly with the employees in the Stockton unit, Respondents violated Section 8(a)(5) and (1) of the Act. 13. By refusing to execute a copy of the 1983-1986 agreement between the Electric Sign and Luminous Tube Industry of San Diego County and Local 569 (San Diego) and by refusing to apply its terms to Respond- ents' employees in the bargaining unit, Respondents vio- lated Section 8(a)(5) and (1) of the Act. 14. By transferring and reassigning the work of the employees in the bargaining unit represented by Local 569 with the object of avoiding its contractual and statu- tory obligations to Local 569, IBEW and by withdraw- ing recognition of the Union as the collective bargaining representative of the employees, Respondents unlawfully modified the terms and conditions of the contract before the contract could be reopened pursuant to its provi- sions, thereby violating Section 8(d) and Section 8(a)(5) and (1) of the Act. 15. The aforesaid unfair labor practices affect com- merce within the meaning of Section 2(6) and (7) of the Act. THE REMEDY Having found that Respondents Ad-Art, Inc. and Electrical Products Corporation engaged in certain unfair labor practices, I shall recommend that they be or- dered to cease and desist therefrom and that they take certain affirmative action to effectuate the policies of the Act. I will recommend that Respondents be ordered to offer immediate reinstatement to all sign hangers and in- stallers terminated at the San Diego facility, all sign hangers and installers terminated at the Oakland facility, and all sign hangers and installers terminated at the San Jose facility to their former position of employment, without prejudice to their seniority or other rights and privileges, dismissing, if necessary, anyone who may have been assigned or hired to perform the work that the employees had been performing prior to their unlawful terminations in November 1983. Further, Respondents will be required to make the employees whole for any loss of earnings they may have suffered by reason of their unlawful terminations, with backpay to be comput- ed on a quarterly basis, making deductions for interim earnings, F. W. Woolworth Co., 90 NLRB 289 (1950), with interest to be paid on the amounts owing and to be computed in the manner prescribed in Florida Steel Corp., 231 NLRB 651 (1977), and Olympic Medical Corp., 250 NLRB 146 (1980). See generally Isis Plumbing Co., 138 NLRB 716 (1962). Regarding the San Diego bargaining unit, Respondents will be ordered to immediately execute a copy of the 1983-1986 agreement between the Electric Sign and Lu- minous Tube Industry of San Diego and Local Union 569, International Brotherhood of Electrical Workers and to apply the terms and conditions of that agreement retroactively to all the employees in the bargaining unit.45 As to the San Jose bargaining unit, Respondents will be ordered to provide Local 332 (San Jose), on demand, with the requested information concerning the relation- ship between Respondents Ad-Art and EPC. Because the unfair labor practices were widespread and involved four of Respondents' locations, it can be in- ferred that the employees at Respondents' four other lo- cations acquired knowledge of and were affected by these unfair labor practices. Accordingly, I shall recom- mend an order requiring Respondents to post notices at all their offices and facilities. See Texas Gulf Sulphur Co., 195 NLRB 13 (1972), enfd. 463 F.2d 778 (5th Cir. 1972). Based on the nature and extent of the unfair labor prac- tices, I will order a broad cease-and-desist order in ac- cordance with the guidelines of Hickman Foods, 242 NLRB 1357 (1979). On these findings of fact and conclusions of law, and on the entire record, I issue the following recommend- ed46 ORDER The Respondents, Ad-Art, Inc. and Electrical Prod- ucts Corporation, Stockton, California, their officers, agents, successors, and assigns, shall 1. Cease and desist from (a) Refusing to bargain collectively with International Brotherhood of Electrical Workers, Local Union No. 591 as the exclusive bargaining representative of all em- ployees in the bargaining unit found appropriate in Con- clusion of Law 4, above. (b) Refusing to bargain collectively with International Brotherhood of Electrical Workers, Local Union No. 595 as the exclusive collective-bargaining representative of all employees in the bargaining unit found appropriate in Conclusion of Law 5, above. (c) Refusing to bargain collectively with International Brotherhood of Electrical Workers, Local Union No. 332 as the exclusive collective-bargaining representative of all employees in the bargaining unit found appropriate in Conclusion of Law 6, above. (d) Refusing to bargain collectively with Local Union 569, International Brotherhood of Electrical Workers as the exclusive collective-bargaining representative of all employees in the bargaining unit found appropriate in Conclusion of Law 7, above. 45 The record indicates that Respondents ceased installation and main- tenance work in San Diego in March 1984. However, it is not clear if Respondents still maintain a sales office and facility in San Diego. I leave to the compliance stage of this proceeding the determination of the extent to which Respondents are able to comply with the remedial order. See, e.g., Engineered Control Systems, 274 NLRB 1308 (1985): G & M Lath & Plaster Co., supra, 252 NLRB at 980. Similarly, I leave to the compliance stage the determination of the extent to which Respondents are able to comply with the remedial order regarding their San Jose facility. 45 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. AD-ART, INC. (e) Discharging employees and relocating sign hang- ing, installation, maintenance, and service work or any other work encompassed within the Oakland, San Jose, or San Diego bargaining units with the object of escap- ing the obligations imposed by a collective-bargaining agreement. (f) Failing and refusing to apply to all employees in the Oakland and San Jose bargaining units all terms and conditions of the current collective-bargaining agree- ments. (g) Failing and refusing to execute a copy of the 1983- 1986 agreement between the Electric Sign and Luminous Tube Industry of San Diego County and Local Union 569, International Brotherhood of Electrical Workers. (h) Failing and refusing to apply to all their employees in the San Diego bargaining unit all the terms and condi- tions the 1983- 1986 agreement between the Association and Local 569. (i) Failing and refusing to supply Local 332 with nec- essary and relevant information on request. (j) Bypassing Local 591 and attempting to bargain di- rectly or indirectly with the employees in the Stockton unit. (k) Discharging or otherwise discriminating against employees regarding hire or tenure of employment or any term or condition of employment for engaging in ac- tivities on behalf of a labor organization or for engaging in activity protected by Section 7 of the Act. (1) In any other manner interfering with, restraining, or coercing employees in the exercise of any rights guaran- teed them by Section 7 of the Act. 2. Take the following affirmative action necessary to effectuate the policies of the Act. (a) On request, bargain collectively with IBEW Local 591 as the exclusive bargaining representative of all em- ployees employed in the Stockton appropriate bargaining unit. (b) On request, bargain collectively with IBEW Local 595 as the exclusive bargaining representative of all em- ployees employed in the Oakland appropriate bargaining unit. (c) On request, bargain collectively with IBEW Local 332 as the exclusive bargaining representative of all em- ployees employed in the San Jose appropriate bargaining unit. (d) On request, bargain collectively with Local 569, IBEW as the exclusive bargaining representative of all Respondents' employees employed in the San Diego ap- propriate bargaining unit. (e) Apply the terms and conditions of the current col- lective-bargaining agreement to all employees employed in the Oakland bargaining unit. 611 (f) Apply the terms and conditions of the current col- lective-bargaining agreement to all employees in the San Jose bargaining unit. (g) Execute a copy of the 1983-1986 agreement be- tween the Association and Local 569. (h) Apply the terms and conditions of the 1983-1986 agreement between the Association and Local 569 to all Respondents' employees in the San Diego bargaining unit. (i) Furnish, on request, to Local 332 the requested in- formation necessary and relevant for its duties as exclu- sive bargaining representative. (j) Offer all sign hanger and installer employees termi- nated at the San Diego, Oakland, and San Jose facilities in November 1983 immediate and full reinstatement to their former positions of employment or, if their former positions no longer exist, to substantially equivalent posi- tions, without prejudice to their seniority or any rights and privileges previously enjoyed. (k) Make these employees whole for any loss of earn- ings they may have suffered as a result of Respondents' discrimination against them, in the manner set forth in the remedy section of this decision. (1) Remove from their files any reference to the termi- nation of the sign hangers and installers at San Diego, Oakland, and San Jose in November 1983, and notify them in writing that this has been done and that evi- dence of their unlawful discharges will not be used as a basis for future personnel action against them. (m) 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. (n) Post at all their facilities in Nevada and California copies of the attached notice marked "Appendix."47 Copies of the notice, on forms provided by the Regional Director for Region 32, 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. (o) Notify the Regional Director in writing within 20 days from the date of this Order what steps the Re- spondent has taken to comply. 44 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."