Fullerton Transfer & Storage Limited, Inc, Sllim Real Estate Corp. And Ohio One Corp.

426 DECISIONS OF THE NATIONAr, LABOR RELATIONS BOARD Fullerton Transfer & Storage Limited, Inc , and Richard E Mills, Carole F Mills, Slhm Real Estate Corporation, and Ohio One Corporation and International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, AFL-CIO, Local Union No 377 Case 8-CA-9227 October 25 1988 THIRD SUPPLEMENTAL DECISION AND ORDER BY CHAIRMAN STEPHENS AND MEMBERS JOHANSEN AND CRACRAFT On March 14 1988 Administrative Law Judge Walter H Maloney issued the attached supplemen tal decision The Respondents filed exceptions and a supporting brief 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 brief and has decided to affirm the judge s rulings findings i and conclusions2 and to adopt the recommended Order Contrary to our dissenting colleague we agree with the judge that Sllim Real Estate Corporation is an alter ego of and liable for the backpay amounts owed by Fullerton Transfer As found by the judge, Fullerton Transfer and Sllim shared common ownership by the Mills family and common management by Richard Mills Further Richard and Carole Mills were the beneficiaries of the activities of each company We find that the nature of the relationship between Fullerton Trans fer Shim and Richard and Carole Mills ensured that significant corporate assets of Fullerton Trans fer would remain in the Mills family Sllim was formed before Fullerton Transfer and it had a different business purpose In finding Sllim to be an alter ego however we particularly note that Richard Mills used S11im to insulate a major corporate asset of Fullerton Transfer-the terminal and warehouse used by the trucks-from credi tors 3 Sllim had no commercial brokerage license published telephone listing or corporate clients and it existed solely to place the real estate hold ings of the Mills family into corporate ownership See Watt Electric Co 273 NLRB 655 658 (1984) Moreover because of the relationship between Richard Mills and the corporate entities, we find contrary to the dissent that the lack of evidence of intermingling of Mills personal assets with the cor porate assets of Sllim is not dispositive of the alter ego issue here In this regard we note that at a time when Fullerton Transfer was a mere corpo rate shell with significant corporate assets insulat ed from creditors by Sllim Richard Mills made the decision to close Fullerton Transfer without using bankruptcy or state insolvency proceedings Mills then decided on behalf of Sllim that Fullerton Transfers outstanding debt to Sllim was of low priority Under all the circumstances therefore we agree with the judge s finding that Sllim is an alter ego of Fullerton Transfer ORDER The National Labor Relations Board adopts the recommended Order of the administrative law judge and orders that the Respondents Fullerton Transfer & Storage Limited Inc and Richard E Mills Carole F Mills and Sllim Real Estate Cor poration and Ohio One Corporation Youngstown Ohio their officers agents successors and assigns shall jointly and severally take the action set forth in the Order i We find it unnecessary to rely on the adverse inference drawn from Richard Mills failure to produce certain subpoenaed records In their exceptions the Respondents contend that the judge made sev eral factual errors We agree with the Respondents that the judge s find ing that Fullerton Transfer & Storage Limited Inc (Fullerton Transfer) paid Richard and Carole Mills $9000 in 1979 to reduce its corporate debt was based on an erroneous reading of the relevant corporate income tax return Additionally Fullerton Transfer acquired about $50 000 in receiv ables not payables that Richard Mills used to satisfy certain creditors often on a reduced basis Finally although not relevant to the judge s alter ego findings we note that City Centre One Limited constructed the City Centre One building prior to the formation of Ohio One Corpora tion 2 In adopting the judge s conclusion that Respondents Richard and Carole Mills are alter egos of Fullerton Transfer we rely particularly on Campo Slacks Inc 266 NLRB 492 500 fn 18 (1983) in which the Board found an individual to be the alter ego of three corporate entities based on the facts inter alia that he personally guaranteed corporate debt made loans to the corporations without seeking repayment and personal ly decided whether to continue operating or cease doing business We do not rely however on the judge s finding that Richard Mills noticeably increased his salary as president and general manager during the final years of operation of Fullerton Transfer MEMBER CRACRAFT dissenting in part and concur ring in part I agree with my colleagues that Richard and Carole Mills are alter egos of Fullerton Transfer & Storage Limited Inc and that they, along with Fullerton Transfer are jointly and severally liable However I would not find on the basis of this record that Sllim Real Estate Corporation is liable as an alter ego for the unfair labor practices found herein Sllim Real Estate Corporation has been in exist ence since 1971 and from time to time has held property other than the facility used by Fullerton Transfer It appears from the record that Sllim 8 Similarly Richard and Carole Mills incorporated the now defunct Fullerton Equipment Inc to buy sell and hold title to the trucks used by Fullerton Transfer 291 NLRB No 71 FULLERTON TRANSFER & STORAGE 427 Real Estate was established for the purpose of placing Carole Mills real estate interests into cor porate ownership There is no evidence that the lease arrangement between Sllim and Fullerton Transfer was anything other than an arm s length business transaction Slhm s failure to vigorously pursue the lease payments owed by Fullerton Transfer is not surprising considering Fullerton Transfers dismal financial situation after the strike in 1975 Given the totally different business pur pose of Sllim Real Estate Corporation and the lack of evidence of the Mills enmeshing personal fi nances with the corporate finances of S1lim I find that the record simply does not support a finding of alter ego THIRD SUPPLEMENTAL DECISION I STATUS OF THE CASE WALTER H MALONEY Administrative Law Judge This is the fourth proceeding before the Board in the above captioned case On March 9 1976 Administrative Law Judge Robert M Schwarzbart issued a decision finding that Respondent Fullerton Transfer & Storage Limited Inc violated Section 8(a)(1) (3) and (5) of the Act by unilaterally changing rates of pay for members of a bargaining unit located at the Respondents Youngs town Ohio terminal and represented by Teamsters Local Union No 377 (Teamsters or Union) Judge Schwarzbart also found that the Respondent unilaterally discontinued health and welfare and pension contributions made to funds jointly operated by certain employers with the Teamsters refused to process a grievance under estab lished grievance procedure and unlawfully discharged 11 unfair labor practice strikers who went on strike at the Respondents terminal on May 29 1975 By order dated June 8 1976 the Board affirmed his initial deci sion (224 NLRB 480) The Board then made application to the United States Court of Appeals for the Sixth Cir cult for summary judgment on its petition to enforce the order against the Respondent Such judgment was grant ed by the Sixth Circuit on December 2 1976 On October 5 1977 the Regional Director for Region 8 issued a backpay specification against the Respondent later amended in which he sought pension contributions to the Teamsters Central States Pension Fund on behalf of discharged strikers in the amount of $9064 backpay accruing to strikers between May 2 and May 29 1975 by virtue of unilateral reductions in pay rates in the amount of $478 21 some $9509 25 for loss of vacation benefits due and owing the strikers backpay for 10 of the 11 strikers amounting to $11 153 34 and medical ex pense reimbursement to striker Raymond DeVinney In a decision issued on May 31 1978 Administrative Law Judge Marion C Ladwig issued a recommended order calling for payment to eight named discriminatees back pay aggregating $3873 21 reimbursement for an unstated amount for DeVinney s medical expenses payment to the Central States Pension Fund of $824 for three strik ers for whom no backpay was awarded and $9064 for eight strikers who were the beneficiaries of the backpay finding To these amounts interest was added Judge Ladwig declined to order any vacation benefit payments Exceptions were filed by the General Counsel On those exceptions the Board issued an order dated August 27 1979 affirming most of Judge Ladwig s deci sion but remanding the case to him for the purpose of reopening the record and taking additional evidence with respect to vacation pay liability (244 NLRB 652) On February 1 1980 Judge Ladwig issued a second supple mental decision in which he held that the Respondent was liable for $8207 60 in vacation benefits in addition to the other liability previously determined To all of these sums aggregating $21 968 81 liability for interest was at tached In an unpublished order dated March 7 1980 the Board affirmed Judge Ladwig s second supplemental decision On March 26 1981 the Sixth Circuit entered a supplemental judgment enforcing the Board s supplemen tal order against Respondent Fullerton Transfer & Stor age Limited Inc None of the above recited awards has been paid in whole or in part either as to principal or interest At the hearing in this third supplemental proceeding the Gener al Counsel estimated that the amount now due has reached approximately $48 000 because of the accrual of interest As more fully set forth infra Respondent Fuller ton Transfer & Storage Limited Inc went out of busi ness in the late 1970 s After the entry of the Sixth Cir curt s supplemental judgment in 1981 the Board under took discovery in the enforcement proceeding but was unable to locate any significant assets of the defunct cor poration against which satisfaction of judgment could be obtained The depositions taken under those circum stances are exhibits in this proceeding On August 31 1987 the Regional Director for Region 8 issued a second amended backpay specification seeking to obtain a judg ment imposing liability not only on the original respond ent but against Richard E and Carole Mills the princi pals in Fullerton Transfer & Storage Limited Inc and against Sllim Real Estate Corporation ( Sllim is Mills spelled backwards) a family owned realty company and Ohio One Corporation a real estate concern substantially owned by the Mills family All additional respondents deny any liability for the debts of the original one A third supplemental hearing on this specification was held by me in Youngstown Ohio on January 19 1988 t In this proceeding neither the amounts of backpay and other payments due and owing nor the liability of Fuller ton Transfer is at issue The question to be resolved is the liability of the four new respondents II BACKGROUND Respondent Fullerton Transfer and Storage Limited Inc an Ohio corporation (Fullerton Transfer) traces its origins to a private proprietorship established by the late Merle Fullerton in 1924 for the purpose of engaging in the moving and transfer business in and about Youngs town Ohio In 1935 Fullerton became one of the found Errors in the transcript have been noted and corrected 428 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD ers of North American Van Lines national moving and transfer company and his own firm held the local fran chise in Youngstown and elsewhere in Northern Ohio from North American Upon his death in 1947 his wife the late Mildred I Fullerton succeeded to his interest and operated the firm until her death in 1955 On com pletion of the probate of her estate in 1960 Respondent Fullerton Transfer was incorporated Respondent Carole F Mills the daughter of Mildred I Fullerton obtained the bulk of her mother s estate including the assets of the proprietorship known as Fullerton Transfer and Stor age as well as some stock in North American Van Lines On the incorporation of Respondent Fullerton Transfer C Mills received about 97 percent of the stock in the corporation and her husband Respondent Richard E Mills received the balance Mills began to work for the proprietorship in 1952 At the time of its incorporation in 1960 he became president of the corporation and a member of its board of direc tors He was the principal operating chief of the business throughout the remainder of its existence He was presi dent of the corporation until 1978 when the company ceased doing business C Mills served as vice president although she took no part in the actual operations of the concern In 1960 when Fullerton Transfer was incorpo rated it had about four employees In 1975 when the labor dispute arose which gave rise to these proceed ings it had about 25 employees most of whom were either hourly rated drivers or owner operator drivers 2 In the same year that Richard and Carole Mills incor porated Fullerton Transfer they also incorporated Fuller ton Equipment Inc an Ohio corporation that is not a party to these proceedings Fullerton Equipment existed principally for the purpose of buying holding title to and then selling trucks that constituted the fleet of trucks Fullerton Transfer utilized in its moving and transfer op eration C Mills owned 60 percent of the stock in Fuller ton Transfer and R Mills owned the rest The company no longer exists Both R and C Mills served as its cor porate officers throughout its existence To the extent that Fullerton Equipment had any activity of its own such business was transacted from the premises of Fuller ton Transfer by R Mills Mills admitted in his testimony that one of the principal purposes for incorporating Ful lerton Equipment and for placing title to trucks utilized by Fullerton Transfer in a separate corporation was to insulate the fleet from excess judgments that might not be covered by liability insurance taken out on the oper ations of Fullerton Transfer Throughout its existence Fullerton Transfer operated its business from a warehouse and terminal located on Midlothian Boulevard in Youngstown It was engaged not only in the moving of household goods but also in packing crating and storage of such goods and in the hauling of general commodities principally iron and steel For a period of time it also operated satellite facile ties in Akron and in the Cleveland suburbs The strike which disrupted its operations in May 1975 ultimately 2 In the original unfair labor practice case the Respondent maintained that many of these individuals were not in fact employees but were mde pendent contractors The Board found otherwise brought about the demise of the business For the next 3 years Mills attempted to operate from his home in sub urban Poland Ohio Fullerton Transfers business at that time consisted principally in a short term freight unload ing contract with B&O-C&O which was ultimately can celed the booking of household moving contracts in the Youngstown area on behalf of North American Van Lines which he farmed out to various owner operators of moving equipment and the collection of storage fees Respondent Sllim Real Estate Corporation (Sllim) was formed in 1971 for the purpose of placing much of C Mills real estate holdings in corporate ownership Ongi nally she owned 100 percent of its stock She received 500 shares in exchange for transferring to the corpora tion nearly $500 000 worth of real estate which had been entitled in her name One of the principal holdings deeded to Sllim by C Mills was the Midlothian Boule yard terminal and warehouse used by Fullerton Transfer throughout its existence After the formation of Sllim Fullerton Transfer executed a lease to Sllim obligating it to pay Shim a monthly rental of about $3900 a month for the use of the premises Sllim occasionally buys or sells a residential dwelling or other property that the Mills family is interested in ac quiring or relinquishing but it has no other activity Sllim has no commercial brokerage license does not have a published telephone listing and does not list property for sale on behalf of commercial clients In recent years C Mills has followed an estate plan which calls for making yearly gifts of stock in Sllim to her chil dren and their spouses in order to avoid the impact of Federal gift and estate tax laws As these gifts have accu mulated her children and in laws have begun to occupy positions on the board of directors and as corporate offs cers However there is no dispute that all corporate ac tivity by Slhm is carried on under the immediate supervi sion and direction of Richard E Mills as was the case with Fullerton Transfer and Fullerton Equipment while they were in business The fourth additional respondent on whom the Gener al Counsel wishes to impose liability for the judgment against Fullerton Transfer is Ohio One Corporation formed in 1975 the year that Fullerton Transfer began to wind down its operation because of the strike Ac cording to Mills it was formed to acquire and manage various commercial properties It manages a municipal parking deck owned by the city of Youngstown It also performs building management functions for Center City One a 10 story office building located in downtown Youngstown the ownership of which is vested in a 64 member limited partnership that includes C Mills Rich and Edward Mills the son of Richard and Carole Mills and Kathleen Mills Fisher their daughter Mills main tams an office in this building at which Kathleen Mills Fisher is employed All of the stock in Ohio One Corpo ration is owned by Carole Mills and all the officers are members of the Mills family Any other buildings for which Ohio One Corporation performs building manage FULLERTON TRANSFER & STORAGE 429 ment functions are buildings in which members of the Mills family have an interest 3 As noted above after the strike began Fullerton Transfer ceased to do business at the Midlothian Boule yard address and carved on its activities from the Mills home Its files were removed to that location where they were stored in what the record suggests was a com bination dog house and home office 4 In 1976 Sllim the owner of the 6 acre warehouse and terminal at Midloth ian Boulevard leased it to James Houston and Robert Kollar Houston and Kollar were Fullerton Transfer su pervisors who had assisted Mills in keeping the Company running after the strike began On acquiring a lease to the Fullerton Transfer premises Houston and Kollar began to operate a moving and transfer business in their own name at this location On Mills recommendation the new company became the North American Van Lines agency for the Youngstown area It continued to operate from these premises until about 1986 when it re located In 1978 Sllim sold a portion of the Midlothian Boulevard premises which Houston and Kollar were not occupying and later it sold the building used and occu pied by Fullerton Transfer near Cleveland In 1978 Fullerton Transfer sold its ICC operating rights to Nick Strimbu and closed its bank account At this time it had about $50 000 or so in accounts receiva ble which Mills was successful in satisfying In some in stances he was able to obtain agreement from creditors to accept 50 or 60 cents on the dollar One outstanding obligation of Fullerton Transfer that remained was a promissory note in the amount of $22 000 payable to the Dollar Savings Bank and Trust of Youngstown In 1982 the bank required both Richard and Carole Mills to sign this note personally as accommodation endorsers because no reductions in principal had been made for several years They have been paying off the note steadily since that time and have reduced this Fullerton Transfer debt to about $15 000 III ANALYSIS AND DISCUSSION The General Counsel stated at the hearing that she was seeking an order making the four additional re 9 Ohio One Corporation came into existence because the Ohio Edison Company which was interested in reducing the amount of office space it occupied in Youngstown sold its office building to Ohio One Corpora non and agreed to lease a reduced amount of space in a building to be acquired by Center City One and managed by Ohio One Richard and Carole Mills signed a purchase money mortgage note to Ohio Edison ac quired the Ohio Edison building rented it out and were able to borrow enough on the former Ohio Edison property to pay off the note With Ohio Edison as a tenant the Millses were able to acquire additional part ners with sufficient capital to enable Center City One to acquire the building it now owns in downtown Youngstown 4 One difficulty in resolving the issues in this case stems from the fact that the respondents have been unable to produce many of the records of Fullerton Transfer that were removed to the Mills residence According to Richard Mills testimony the records were damaged before removal by strike activity and were placed in cardboard boxes and taken to his Poland Avenue home for safekeeping Apparently they were no safer at this location than at the Midlothian Boulevard terminal because the Mills pet German Shepherd Zip ate some of the records and urinated on others I conclude from his failure to produce these records pursuant to subpoena that the records in question if produced would tend to estab lash the General Counsels contention that the four additional respondents were and are merely alter egos of Fullerton Transfer spondents liable for the entire amount of the outstanding obligations of Fullerton Transfer not just for a designat ed amount of money that might have been wrongfully distributed to shareholders or officers to permit the avoidance of backpay liability Accordingly she is obli gated to establish that the additional respondents were alter egos of Fullerton Transfer i e that they had the same relationship to Fullerton Transfer as the compo nents of a single employer have to each other and that their relationship contained the additional element of sham or disguised continuance of the corporation or the intermingling or dissipation of corporate assets under cir cumstances designed to evade backpay liability Las Villas Produce 279 NLRB 883 (1986) The factors that must be present to warrant the piercing of a corporate veil include (1) interrelation of operations (2) common management (3) centralized control of labor relations and (4) common ownership The application of these standards can fall on differing sets of circumstances Alter ego status may be found when an individual or group of individuals operate two ongoing enterprises simultaneously as in the case of a so called double breasted operation of a union and a non union company in the same industry and in the same market area Samuel Kosoff & Sons Inc 269 NLRB 424 (1984) An alter ego may exist when an ongoing enter prise is created to take the place of another closely relat ed company that has gone entirely out of business Ad vance Electric 268 NLRB 1001 ( 1984) Or an alter ego may be found in circumstances in which a revenue gen erating enterprise becomes completely defunct and its principals have decided to withdraw their capital from the business either to place it in a wholly unrelated en terprise spend it or use it for unspecified investments Las Villas Produce supra In this case R and C Mills have gotten entirely out of the moving and storage buss ness and have gone into real estate investment and man agement Their status and that of the two additional cor porate respondents falls within the third category de scribed above From the inception of its corporate status in 1960 Ful lerton Transfer was never more than a corporate shell To refer to a description found in the Respondents brief the trucking business was on a cash flow basis as op posed to being an asset based basis This is just another way of saying that it was undercapitalized Indeed it is not an overstatement to assert that Fullerton Transfer was barely capitalized at all During its heyday in the late 1960s and early 1970s Fullerton Transfer generated gross revenues exceeding $ 1 million a year but had ad mitted assets ranging only from $100 000 to just over $200 000 The record does not disclose just what those assets were that it disclosed on its yearly corporate tax returns The only statement in the record identifying any of Fullerton Transfers tangible corporate assets was Mills statement that Fullerton Transfer owned some fur niture and office equipment located at the Midlothian Boulevard office It owned no real estate its terminals in Youngstown and elsewhere being owned either by C Mills individually or by Sllim to whom she deeded her commercial real estate holdings when Sllim was created 430 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD in 1972 Nor did Fullerton Transfer own any trucks Title to the vehicles which it used to carry on its wide ranging local and national moving and transfer business was vested either in Fullerton Equipment or in the mdi vidual owner operators whom it employed A moving and transfer business that has no real estate and no roll mg equipment is essentially an enterprise that is orga nized to be judgment proof not only from the claims of employee creditors but from the claims of any creditors Mills admitted the latter in his testimony Fullerton Transfers corporate tax returns also disclose another interesting and relevant facet of its activity during the era when business was flourishing Notwith standing the fact that its gross revenues were over $1 million during several successive years and that its pay roll had expanded from 4 to approximately 25 employ ees Fullerton Transfer reported a net operating loss to the Internal Revenue Service in all but 3 of those years and in those 3 years its net taxable income was inconse quential As a result of this bookkeeping Fullerton Transfer never paid a dividend to either of its sharehold ers As noted above it paid C Mills (and later Sllim) a monthly rental fee of nearly $4000 thus insuring that the Company itself would have little or no income on which Federal or state income tax could be levied When Ful lerton Transfer went out of business one of its unsatis fled creditors was Sllim but it is no wonder that Mills regarded this debt as not one of high priority It was simply a debt that he and his wife owed to themselves Those being shielded or accommodated by this multi plicity of corporate fronts and rental payments were es sentially Richard E and Carole F Mills the substantial owners of the Company C Mills supplied the capital for the business from her inheritance and her husband sup plied the management for the business while she stayed home and raised their four children 5 These were the economic and practical realities of the situation that ex fisted both before and after the May 1975 strike a date that served as the critical turning point in the history of the Company Lending institutions in the Youngstown area were acutely aware of the economic realities of Fullerton Transfer outlined above and they governed their rela tionships with Fullerton Transfer accordingly Except for short term notes amounting in effect to lines of credit advanced to meet payrolls Fullerton Transfer could not obtain commercial loans without the personal involvement of its two principals Mills and his wife made personal loans to the business from time to time and Mills admitted that he may not have ever been repaid some of these loans Major loans from public lending institutions including but not limited to the promissory note to the Dollar Savings Bank and Trust which they were required to endorse after Fullerton Transfer went out of business required the signatures of both corporate principals On occasion C Mills pledged stock in North American Van Lines which she owned in her own name and which she inherited from her mother to secure outstanding loans obtained to finance the moving business There is no doubt who ran Fullerton Transfer Rich and Mills was its operating chief He was in charge of labor relations and he committed the unfair labor prac tices that gave rise to the 1975 strike He made the deci sion to operate the business on a limited basis from his home and then to terminate it It was Richard Mills who arranged to pay some but not all of its creditors after the strike disrupted the operation He paid off $50 000 or more of the accounts receivables sometimes on a greatly reduced basis out of operating revenues but he made no effort to pay any of his employee or union creditors not withstanding the fact that by 1976 when other creditors were being satisfied Fullerton Transfer was the recipient of a Board decision finding it guilty of unfair labor prac tices and a Board order rendering it liable for backpay vacation and pension fund payments Interesting to note is the fact that while Fullerton Transfer went complete ly out of business relinquished its agency agreement with North American Van Lines closed its bank ac count and left a number of corporate creditors unhappy it never underwent any Federal bankruptcy or state in solvency proceeding in which employee and union credi tors might have a forum to assert their claims vis a vis other creditors who were being satisfied out of the Com pany s limited assets and its limited receipts This manner of winding up the Company s affairs demonstrated a con scious effort on Mills part to avoid satisfying the liabil ity which these several Board proceedings imposed on Fullerton Transfer while attempting to preserve intact the business and social standing that his family enjoyed in the community by satisfying others During the waning days of Fullerton Transfer while the Board order in this case was outstanding and in the process of being judicially enforced Mills suddenly in creased his salary as president and general manager to a sum noticeably larger than what Fullerton Transfer had been paying him while the business was operating full scale Merely the difference in salary between what Mills received in 1974 and what he received in 1976 1977 and 1978 respectively would in and of itself have satisfied most of the principal of the financial award that ultimate ly was levied on Fullerton Transfer in the first and second supplemental Board proceedings Add to that figure the amount of $9000 that R and C Mills received in 1979 from Fullerton Transfer as a reduction in its cor porate indebtedness to them 6 and there can be found enough money to pay all of the principal as well as some of the interest on Fullerton Transfers outstanding liability in these proceedings The fact that Mills chose to step the Company of these assets and pay them over to himself and his wife rather than to employee and union creditors demonstrates a conscious attempt to 6 The Fullerton Transfer corporate income tax return for 1979 dis 5 One of the many facts that came to light in this litigation is that title closes that at the beginning of this taxable year it carried on its books a to the Mills family residence in Poland Ohio is vested solely in the $19 000 debt to these two shareholders At the end of the year that debt name of Carole Mills had been reduced to $10 000 FULLERTON TRANSFER & STORAGE 431 evade backpay liability which should not be counte nanced 7 In applying the stated criteria for alter ego status it is clear that the management of Fullerton Transfer and Sllim has always been vested in Mills that he made all labor relations decisions 8 that the two Companies were interrelated in their operations and that R and C Mills were at all times the owners and beneficiaries of all of their activities It is also quite clear that these corporate fronts were being used for the purpose of defeating and evading the payment of debts owed to union and em ployee creditors These debts arose out of the unfair labor practices committed by Fullerton Transfer in 1975 which were adjudicated more than 10 years ago by the Board and by the court of appeals As to these respond ents the moment of truth has finally arrived The question is not quite so clear as to Respondent Ohio One Corporation It was founded in 1975 to ac commodate the desire of R and C Mills to get out of the moving business and into real estate management and development Its activities in managing properties owned either by members of the Mills family or by the city of Youngstown are wholly unrelated to Fullerton Transfer As with Sllim stock in Ohio One Corporation is owned entirely by C Mills while the management of the corporation is handled exclusively by Mills himself The record does not disclose whether it has any employ ees other than Kathleen Mills Fisher Nor does the record disclose whether and where the Ohio One Corpo 7 We also do not know what became of the proceeds of an auction conducted in 1976 of all the Fullerton Equipment rolling stock Mills memory on this point was hazy and his decimated records could not re fresh it I conclude that he and C Mills got the money 8 Since Sllim is merely a real estate holding company having no em ployees other than a part time bookkeeper it is doubtful that its activities have occasioned any labor relations decisions other than the employment of Mills daughter a shareholder and officer to keep its books ration in and of itself has any substantial assets that can be levied on Ohio One Corporation has a life of its own which sets it apart from the other respondents in this case so for that reason I will recommend to the Board that so much of the second backpay specification that seeks to include it as a respondent in this case be dis missed On these findings of fact and conclusions of law and on the entire record I issue the following recommend ed9 ORDER The Respondents Fullerton Transfer & Storage Limit ed Inc Richard E Mills Carole F Mills and Sllim Real Estate Corporation jointly and severally shall pay to its employees the amounts of net backpay vacation pay and reimbursement of medical expenses specified in the Boards supplemental orders in this case dated August 27 1989 and March 7 1980 with interest there on computed in accordance with the Board s decision in New Horizons for the Retarded 283 NLRB 1173 (1987) less withholdings for taxes and social security as required by Federal and state laws and they shall also pay to the Teamsters Central States Pension Fund the pension fund payments specified in the aforesaid Board orders with interest computed according to the Board s decision in Merryweather Optical Co 240 NLRB 1213 1216 fn 7 (1979) IT IS FURTHER RECOMMENDED insofar as the second backpay specification seeks to impose any financial liabil ity on Respondent Ohio One Corporation that the specs fication be and it is dismissed 9 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 put poses