C.E.K. Industrial Mechanical Contractors, Inc., Cam-Ful Industries, Inc.

C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS C.E.K. Industrial Mechanical Contractors, Inc., Cam-Ful Industries, Inc. and Plumbers and Gasfitters Local 54 of the United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada. Case 3-CA-12011 June 15, 1989 DECISION AND ORDER BY MEMBERS JOHANSEN , CRACRAFr, AND DEVANEY On February 28, 1986, Administrative Law Judge Donald R. Holley issued the attached deci- sion. The General Counsel and the Charging Party filed exceptions and supporting briefs, and the Re- spondents filed an answering 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 briefs and has decided to affirm the judge's rulings, findings,' and conclusions only to the extent consistent with this Decision and Order. The judge found that the 1981-1983 contract be- tween Respondent C.E.K. Industrial Mechanical Contractors, Inc. (C.E.K.) and the Union did not automatically renew and that Respondent Cam-Ful Industries, Inc. (Cam-Ful) is not C .E.K.'s alter ego. We find that the contract automatically renewed and that an alter ego relationship exists between Cam-Ful and C.E.K. (collectively the Respondent). Consequently, we find that the Respondent violat- ed the Act by failing to honor the terms of the contract and refusing to provide information the Union requested. In November 1979 Cam-Ful was incorporated. Until mid-1981, it engaged primarily in renovation of repossessed buildings. Robert Bradley, who is Cam-Ful's president, owned 75 percent of the stock. In April 1981 Bradley incorporated C.E.K. for the purpose of performing construction work. In September 1981 Bradley for C.E.K. executed a copy of the 1981-1983 Plumbers Association con- tract, which had a June 30, 1983 expiration date. At the time that C.E.K. signed the contract, it had no employees who were performing work within the Union's jurisdiction, and it was not a member of the multiemployer association. In December 1 The General Counsel and the Charging Party have excepted to some of the judge's credibility findings. The Board's established policy is not to overrule an administrative law judge 's credibility resolutions unless the clear preponderance of all the relevant evidence convinces us that they are incorrect. Standard Dry Wall Products, 91 NLRB 544 (1950), enfd. 188 F.2d 362 (3d Cir 1951). We have carefully examined the record and find no basis for reversing the findings 635 1981 Bradley amended Cam-Ful's certificate of in- corporation. In April and September 1983 the Union requested from Bradley information about the relationship between C.E.K. and Cam-Ful. Bradley supplied some, but not all, of the informa- tion requested. The Union filed the instant charge on January 20, 1984. 1. The Plumbers Association contract, which Bradley signed for C.E.K., provided that the agree- ment "shall automatically renew itself for an addi- tional period of one (1) year from the termination date hereof unless either party serves written notice upon the other sixty (60) days prior to its expiration date requesting that it be amended or terminated." The Plumbers Association timely noti- fied the Union that it wished to negotiate a new agreement, and in July 1983 the Union and the As- sociation reached accord on a new contract. The Union sent a memo dated July 6, 1983, to nonasso- ciation members (including C.E.K.) informing them of the new agreement (effective July 1, 1983, through June 30, 1984) and asking them to sign the memo as a signatory contractor. On August 16, 1983, C.E.K. acknowledged receiving the July 6, 1983 memo, stated that it had presumed the Union would contact independent employers about sepa- rate bargaining following settlement with the Plumbers Association, and stated that it was will- ing to commence bargaining. The judge found that the 1981-1983 contract re- newal clause's reference to "party" meant only the Union and the Association. He concluded that the contract was lawfully terminated when the Asso- ciation provided notice, and thereafter the Union and C.E.K. were not parties to a contract and C.E.K. did not violate the Act by failing to apply contract terms to Cam-Ful employees. We dis- agree. We find no basis for the judge's restrictive read- ing of "party" in the renewal clause. The contract, which elsewhere refers to "party," "parties," or "both parties," recognizes that nonassociation members may become signatory to the contract. Had the contract negotiators intended to exclude nonassociation members from the meaning of "party" in the renewal clause, we believe they would have been more explicit. We decline to make a finding that an employer who signs a con- tract as an individual employer is not a party to the contract merely because the contract was negotiat- ed by an employer association. C.E.K. was not a member of the Plumbers Asso- ciation and had not delegated bargaining authority to the Association. Thus, the Association's notice of a desire to change the contract does not operate to preclude the effectiveness of the automatic re- 295 NLRB No. 70 636 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD newal clause as to C.E.K. Victor Block, Inc., 276 NLRB 676, 679 (1985); Ted Hicks & Assn., 232 NLRB 712, 713-714 fn. 3 (1977), enfd. 572 F.2d 1024 (5th Cir. 1978); and Lifetime Shingle Co., 203 NLRB 688 (1973). The fact that the Union asked C.E.K. to sign the 1983 agreement did not affect the continuing validity of the automatically re- newed 1981-1983 contract.2 Victor Block, supra. The 1981-1983 contract that Bradley signed, thus binding C.E.K. to all its terms, provided for automatic renewal for 1 year unless either party re- quested a change 60 days prior to expiration. C.E.K. failed to comply with this contractual notice requirement. Accordingly, we conclude that C.E.K. was bound for 1 year3 by the automatic re- newal clause of the 1981-1983 contract.4 2. The judge found that Bradley owned a majori- ty of stock in and commonly managed C.E.K. and Cam-Ful and that the companies constitute a single employer. The Respondent filed no exceptions. The judge, however, emphasizing that Cam-Ful ex- isted before C.E.K. was created, concluded that Cam-Ful was not C.E.K.'s alter ego. We disagree with the judge's treatment of the alter ego issue. Based on Cam-Ful's 1979 incorporation papers and the testimony, it is clear that initially Cam-Ful operated as part of a real estate enterprise, a more limited purpose than general contractor construc- tion work. Bradley incorporated C.E.K. in April 1981 to perform construction work. In September 1981 Bradley for C.E.K. signed the 1981-1983 con- tract. In December 1981 Cam-Ful's certificate of incorporation was amended to indicate that it in- tended to operate as a general contractor. Thus, al- though Cam-Ful existed before C.E.K., Cam-Ful's incorporation certificate was not amended to pro- vide for performing work similar to that for which C.E.K. was created until after C.E.K. was incorpo- rated. We therefore do not attach the same signifi- cance that the judge does to the finding that Cam- Ful existed before C.E.K. We also disagree with the judge's failure to con- sider evidence comparing Cam-Ful's business before and after October 1983 (when C.E.K. a We do not believe the Union's conduct constitutes a waiver of the contractual notice requirement . In Hassett Maintenance Corp., 260 NLRB 1211 fn. 3 (1982), the Board found a waiver based on the fact that both parties acted as though the contract had not renewed In contrast, here the parties' conduct does not clearly establish a waiver For example, as noted above, the Union's letter requesting C.E K to sign the 1983 con- tract is not inconsistent with taking the position that the 1981-1983 con- tract automatically renewed a We leave to compliance whether the contract renewed again in 1984 4 The judge found, and we agree, that the contract between C E.K. and the Union was an 8(f) agreement However, nothing in the Board's decision in John Deklewa & Sons, 282 NLRB 1375 (1987), enfd . 843 F.2d 770 (3d Cir 1988), precludes a finding that an 8(f) agreement may, in ap- propriate circumstances, automatically renew See also Estrella Construc- tion Co., 288 NLRB 1049 (1988). ceased operation). Cam-Ful's business after C.E.K. ceased operation is just as relevant to determining the relationship between the companies as what took place when both companies were operating. Even before C.E.K. ceased operation, Cam-Ful bid on the type of jobs C.E.K. performed. After C.E.K. ceased operation, Cam-Ful obtained work C.E.K. had previously performed. Cam-Ful's bid- ding on the type of jobs C.E.K. performed before C.E.K. ceased operation belies the assertion that the businesses were nothing more than a double- breasted operation and suggests an interest in di- verting work from C.E.K. to Cam-Ful. Cam-Ful's obtaining that type of work after C.E.K. ceased operation confirms the suggestion. The Board's alter ego test attempts to determine whether ostensibly distinct companies are substan- tially the same entity. See, e.g., Crawford Door Sales Co., 226 NLRB 1144 (1976). The judge found C.E.K. and Cam-Ful were commonly owned and financially managed, had a common business pur- pose, 5 Bradley formulated labor policy for the companies, and C.E.K. subcontracted work to Cam-Ful without competitive bidding. The judge's fact findings, which we adopt, conflict with his failure to find an alter ego relationship. The findings we have made about the relation- ship between Cam-Ful's business before and after C.E.K. ceased operation bolster the conclusion that the commonly owned companies were also com- monly controlled.6 In sum, based on the judge's findings that we adopt and our additional findings, we conclude that Cam-Ful is C.E.K.'s alter ego.7 We therefore conclude that the Respondent violat- ed Section 8(a)(5) of the Act by failing to apply the automatically renewed 1981-1983 contract to Cam- Ful employees. 3. We also find that the Respondent violated Section 8(a)(5) by refusing to provide information the Union requested. In late 1982 the Union learned of Bradley's possible involvement with Cam-Ful. In March 1983, during a meeting to dis- 6 The judge qualified the common business purpose finding by pointing out that Cam-Ful employees did not observe craft lines, Cam -Ful utilized equipment C.E.K. did not use, and Cam-Ful employees performed duties C E.K. employees did not perform. Contrary to the judge, we do not be- lieve these points dilute the common business purpose finding 6 We also emphasize the judge's discrediting of Bradley's testimony. Bradley, as the judge notes, attempted to disguise the degree of his in- volvement in Cam-Ful's business. It is also apparent that when Bradley incorporated C.E.K and began dealing with the Union , he sought to conceal his relationship with Cam-Ful r Given our alter ego finding, we find it unnecessary to pass on the judge's treatment of the appropriate unit issue under the single-employer standard. Respondent's answer to the complaint denied the complaint 's appropri- ate unit allegation. The appropriate unit finding in this decision is based on the 1981-1983 contract's unit description contained in the recognition clause. C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS 637 cuss C.E.K. and Cam-Ful, Bradley did not deny af- filiation with Cam-Ful. On April 7, 1983, the Union requested from Bradley information concerning the relationship between C.E.K. and Cam-Ful. On August 17, 1983, Bradley furnished some informa- tion, but stated he was unable to answer many questions about Cam-Ful. On September 21, 1983, the Union again requested information from Brad- ley about the relationship between C.E.K. and Cam-Ful. On November 24, 1983, Bradley an- swered some but not all the questions in the Union's September 21, 1983 letter.8 Information concerning the existence of an alter ego or double-breasted operation is not presump- tively relevant. Therefore, a union must show it has a reasonable belief that the information is rele- vant. Compare Pence Construction Co., 281 NLRB 322 (1986) (belief based on such factors as same office address, industry reports, and reports of work transfer sufficient) with Bohemia, Inc., 272 NLRB 1128 (1984) (suspicion of work transfer based solely on wage reduction insufficient). The Union's belief that C.E.K. and Cam-Ful were relat- ed and that Bradley was attempting to hide his in- volvement in Cam-Ful's operation was substantial. At the March 1983 meeting Bradley made state- ments attempting to justify a double-breasted oper- ation. Further, industry documents and employee reports substantiated the possibility that there was a relationship. We conclude that the Union had a reasonable belief the information was relevant, and that the Respondent violated Section 8(a)(5) by failing to provide the Union information requested on September 21, 1983. CONCLUSIONS OF LAW 1. The Respondent was bound by the automatic renewal clause of the 1981-1983 Plumbers Associa- tion contract. 2. By failing to apply the terms of the automati- cally renewed 1981-1983 contract to unit employ- ees, the Respondent has violated Section 8(a)(5) and (1) of the Act. 3. By failing to provide the Union the informa- tion requested on September 21, 1983, the Re- spondent has violated Section 8(a)(5) and (1) of the Act. REMEDY Having found that Respondent has violated the Act, we shall order it to cease and desist and to take certain affirmative action designed to effectu- ate the purposes of the Act. Specifically, we shall 6 The judge quotes the Union's September and Bradley's November letters. order the Respondent to make whole employees for any losses they may have suffered as a result of the Respondent's failure to honor the automatically renewed 1981 - 1983 Plumbers Association contract, commencing with the 10(b) period, including con- tributions the Union would have received , with in- terest to be computed in the manner prescribed in New Horizons for the Retarded, 283 NLRB 1173 (1987), and Merryweather Optical Co., 240 NLRB 1213 (1979). We shall also order the Respondent to provide the Union the information requested on September 21, 1983 , which the Respondent has not already provided. ORDER The National Labor Relations Board orders that the Respondent, C.E.K. Industrial Mechanical Contractors, Inc., and Cam-Ful Industries, Inc., Syracuse, New York, its officers, agents, succes- sors, and assigns, shall 1. Cease and desist from (a) Failing to apply the terms and conditions of its 1981-1983 Plumbers Association contract with Plumbers and Gasfitters Local 54 of the United As- sociation of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada to its employees in the follow- ing appropriate unit: All employees performing any work covered by the 1981-1983 Plumbers Association con- tract and employed within the Union's geo- graphical jurisdiction. (b) Refusing to provide the Union the informa- tion requested on September 21, 1983. (c) In any like or related manner interfering with, restraining, or coercing employees in the ex- ercise of rights guaranteed them by Section 7 of the Act. 2. Take the following affirmative action neces- sary to effectuate the policies of the Act. (a) Make whole employees for any losses suf- fered as a result of Respondent's failure to honor the automatically renewed 1981-1983 contract, in- cluding contributions the Union would have re- ceived, in the manner set forth in the remedy sec- tion of this decision. (b) On request, provide the Union the informa- tion requested on September 21, 1983, which Re- spondent has not already provided. (c) Preserve and, on request, make available to the Board or its agents for examination and copy- ing, all payroll records, social security payment records, timecards, personnel records and reports, and all other records necessary to analyze the 638 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD amount of backpay due under the terms of this Order. (d) Post at its office and jobsites in Onondaga County, New York, copies of the attached notice marked "Appendix."e Copies of the notice, on forms provided by the Regional Director for Region 3, after being signed by the Respondent's authorized representative, shall be posted by the Respondent immediately upon receipt and main- tained for 60 consecutive days in conspicuous places including all places where notices to em- ployees are customarily posted. Reasonable steps shall be taken by the Respondent to ensure that the notices are not altered, defaced, or covered by any other material. (e) Notify the Regional Director in writing within 20 days from the date of this Order what steps the Respondent has taken to comply. contributions the Union would have received, plus interest. WE WILL, on the Union's request, provide the in- formation it requested on September 21, 1983, which we have not already provided. C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS, INC. AND CAM-FUL INDUSTRIES, INC. Carl B. Newsome, Esq., for the General Counsel. Timothy W. Johnson, Esq. (Clark, Paul, Hoover & Mal- lard), of Atlanta, Georgia, for Respondent C.E.K. Carl H. Trieshmann, Esq. (Clark, Paul, Hoover & Mal- lard), of Atlanta, Georgia, for Respondent Cam-Ful. James R. La Vaute, Esq. (Biltman & King), of Syracuse, New York, for the Charging Party. DECISION 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." APPENDIX NOTICE To EMPLOYEES POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government The National Labor Relations Board has found that we violated the National Labor Relations Act and has ordered us to post and abide by this notice. WE WILL NOT fail to apply the terms and condi- tions of the 1981-1983 Plumbers Association con- tract with Plumbers and Gasfitters Local 54 of the United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada to our employees in the following appropriate unit: All employees performing any work covered by the 1981-1983 Plumbers Association con- tract and employed within the Union's geo- graphical jurisdiction. WE WILL NOT refuse to provide the Union the information requested on September 21, 1983. WE WILL NOT in any like or related manner interfere with, restrain, or coerce you in the exer- cise of the rights guaranteed you by Section 7 of the Act. WE WILL make whole employees for any losses suffered as a result of our failure to honor the auto- matically renewed 1981-1983 contract, including STATEMENT OF THE CASE DONALD R. HOLLEY, Administrative Law Judge. On an original charge filed on behalf of the above-named Union on 20 January 1984, a complaint was issued on 28 September 1984, which alleged, inter alia, that C.E.K In- dustrial Mechanical Contractors, Inc. (CEK) and Cam- Ful Industries, Inc. (Cam-Ful) have engaged in certain conduct which violates Section 8(a)(1) and (5) of the Na- tional Labor Relations Board Act (the Act). The named Respondents filed timely answers denying they had en- gaged in the unfair labor practices alleged in the com- plaint. The case was tried in Syracuse , New York, on various dates during the period 19 February 1985 through 30 July 1984. All parties appeared and were afforded full opportunity to participate. Counsel for the Union and Respondents filed briefs subsequent to the close of the trial. On the entire record, and from my observation of the witnesses while giving their testimony, I make the following FINDINGS OF FACT I. JURISDICTION Cam-Ful, a New York corporation, was incorporated in 1979, and has continuously been engaged in the build- ing and construction industry as a general contractor. CEK, also a New York corporation, was incorporated in 1981 and was thereafter, until late 1983, engaged in the building and construction industry specializing in the performance of plumbing and heating work. The record reveals that during 1983 Cam-Ful and CEK each pur- chased from local suppliers goods and materials valued in excess of $50,000 which were, in turn, received by such suppliers from points outside the State of New York. It is admitted, and I find, that Cam-Ful and CEK are employers engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act. C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS 639 II. STATUS OF LABOR ORGANIZATION It is admitted, and I find, that Plumbers and Gasfitters Local 54 of the United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada (the Union or Local 54) is a labor organization within the meaning of Section 2(5) of the Act. III. THE ALLEGED UNFAIR LABOR PRACTICES A. Facts Cam-Ful Industries, Inc. was formed on 4 December 1979, when a certificate of incorporation was filed with the Secretary of State of the State of New York. The corporate address was 75 S. First Street, Fulton, New York. Robert Bradley, its president, owned 75 percent of the stock; Peter Nowyj, its secretary-treasurer, owned the remaining 25 percent. From the time the business was incorporated until mid-1981 , it engaged primarily in the repair and renovation of buildings which had been repossessed by Fulton Savings Bank. Bradley and Nowyj, who were both employed fulltime in other posi- tions during the period described, performed most of the work provided by Fulton Savings Bank themselves. Bradley testified their limited work resulted in a gross income of approximately $25,000 per year . When asked what kinds of work were performed , Bradley indicated they performed plumbing, pipefitting , carpentry, con- crete, and electrical work. In April 1981, Bradley left the firm which had previ- ously employed him fulltime . Shortly thereafter, on 16 April 1981, he incorporated C.E.K. Industrial Mechani- cal Contractors, Inc. The corporate address was 235 Emann Drive, Camillus, New York (Bradley's home). Robert Bradley was designated president and 49 percent of the stock was issued in his name. Bradley's wife, Nancy, was named the secretary -treasurer of the corpo- ration, and Hugh Olrich was named vice president and held 51 percent of the corporate stock. The record re- veals that Olrich was issued 51 percent of the stock of the new corporation because he had a master plumber's license which enabled him to license CEK as a plumbing contractor in Onondaga County, New York.' Bradley testified that he created CEK in April 1981 because he desired to perform construction work on both union and nonunion jobs, and he needed to set up a "double-breasted" operation. With respect to the Cam- Ful operation, which was to be nonunion, the record re- veals that corporation hired employees John Bero and Frank Romano, both plumbers, during May 1981. By August 1981 , Cam-Ful had four plumbers on its payroll, and by September 1981, it employed five persons who performed plumbing work (Meyer, Warren, Williamson, Rufus, and Romano). On 21 September 1981, Bradley made CEK a signato- ry to the then subsisting agreement between Local 54 ' Apparently Olnch resided in Florida during most of the period CEK operated By lodging a letter with Onondaga County authorities, he placed Bradley in a position which permitted Bradley to obtain plumbing permits although Bradley had never passed the master plumber 's exami- nation. and the Master Plumbers Association of Central New York, Inc.2 The agreement was effective from July 1981 to 30 June 1983, with automatic renewal thereafter in the absence of notice of termination . At that time, CEK had no employees who were performing work within the trade jurisdiction of Local 54.3 The agreement , copies of which were placed in the record as General Counsel's Exhibits 5 and 6, contains a union-security clause and a hiring hall clause. The hiring hall clause permitted signa- tory employers to hire members of the local without going through the Union if requisite notice was given. Bradley indicated during his testimony that when he signed the Local 54 contract he said nothing to the then business manager of the local, John McCarthy, about his involvement with Cam-Ful.4 By document dated 29 December 1981, Cam-Ful, inter alia, amended the purposes and powers section of its original certificate of incorporation to indicate that it in- tended to operate as a general contractor in the building and construction industry. The purposes and powers sec- tion of the original certificate of incorporation had been more restrictive and had indicated the corporation's pur- pose was to acquire property and structures and thereaf- ter alter, rent, sell, or otherwise use such property for business purposes.5 At or about the time Cam-Ful amended its certificate of incorporation, Bradley, acting on the advice of legal counsel, sought to make CEK and Cam-Ful legally dis- tinct corporations. At that point in time Cam-Ful em- ployed Frank Romano, a licensed master plumber. To place Romano in a position which would permit him to license Cam-Ful as a plumbing contractor, Bradley con- veyed the Cam-Ful stock which was in his name to the corporation, and the corporation, in turn, conveyed 51 percent of the authorized stock of the corporation to Romano. Simultaneously, Bradley resigned the presiden- cy and Romano was made the president of Cam-Ful. In late 1981, Cam-Ful and CEK were both moved to a building complex located at the intersection of Carbon Street and Hiawatha Boulevard , Syracuse, New York. Metro Reality, which was owned by Bradley and an- other individual, owned the building which housed a number of tenants. While both businesses were located in the same building, CEK had offices on the Hiawatha Boulevard side of the building and listed its address as 300 E. Hiawatha Boulevard . On the other hand, Cam- Ful was headquartered in space on the Carbon Street side of the complex and listed its address as 1322 Carbon 2 See G.C. Exh 5 Bradley actually signed a copy of an expired agree- ment with proper interlineations. On 12 January 1982, he signed the newly prepared contract See G.C. Exh 6. 8 While CEK indicated in its fringe benefit reports sent to the Local 54 Administration Fund during the penod October 1981 through March 1982, that one John Kulik had performed work covered by the contract during the months covered by the reports, Bradley testified that CEK ac- tually performed no plumbing work during those months, that its only employee, Kulik, performed sprinkler fitting work. 4 The record clearly reveals, and I find, that, at any given time subse- quent to 21 September 1981, Cam-Ful employed at least twice as many persons who performed plumbing work as CEK. It is undisputed that Local 54 made no attempt to organize Cam-Ful employees at any time and none of that corporation's employees were members of Local 54 5 Compare G.C. Exhs. 3 and 4. 640 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Street. Bradley indicated during his testimony that sepa- rate books (including payroll records) were kept by the corporations, that they had separate bank accounts, uti- lized different telephone numbers, and filed separate Fed- eral and state tax returns. The record reveals that CEK was controlled from the time it was created until late 1983 by Bradley, George Armstrong, CEK's superintendent, and John Kulik, CEK's foreman. Bradley prepared most of the bids and managed the office. Armstrong and Kulik obtained the Local 54 members who performed the work and super- vised them. The firm specialized in plumbing, heating, and air-conditioning work, and its employees accom- plished such work by using limited equipment such as stepladders, drill motors, pipe wrenches, and handtools. Bradley indicated CEK operated as a prime contractor and as a subcontractor while it was bidding and perform- ing work. The record reveals it performed considerable work as a subcontractor for SGA Construction, a Syra- cuse firm. On occasion, when it was a prime contractor, it subcontracted work other than the plumbing and heat- ing work (i.e., excavation, wiring, and control work) to Cam-Ful. While it negotiated with Cam-Ful rather than causing Cam-Ful to bid for such work, Cam-Ful billed CEK for the work it performed. No evidence was sub- mitted which would show that Cam-Ful employees per- formed work which would fall within the trade jurisdic- tion of Local 54 while working on CEK jobs. However, the record does reveal that from January 1982 through 13 April 1982, one Terry King, who was on CEK's pay- roll, kept books for both CEK and Cam-Ful. On 13 April 1982, King went from the CEK payroll to Cam- Ful's payroll. She continued after going on Cam-Ful's payroll to keep books for both corporations. The only other CEK employee who was significantly involved with Cam-Ful was Bradley . His actions undertaken in Cam-Ful's behalf are described below. Early in the hearing, Bradley claimed his relationship with Cam-Ful subsequent to the time Romano was made the president and majority stockholder of that corpora- tion was merely that of consultant. As the hearing pro- gressed, it became clear that Bradley was quite involved with Cam-Ful at all times. Counsel for the General Counsel sought to rebut Brad- ley's claim that he had minimal contact with Cam-Ful subsequent to late December 1981 through the testimony of state and local officials involved with the construction industry in the Syracuse area, and through the testimony of former Cam-Ful employee Daryl Hirsh . Thus witness Frederick Kelley, a representative of the New York State Department of Labor, testified that Bradley, during August 1982, submitted wage rate survey information to the New York Department of Labor in connection with work to be performed by Cam-Ful at a medical center in Syracuse, New York. On each of the three documents filed with the agency described, Bradley represented himself to be a "Super" of Cam-Ful. Similarly, witness Loren Oakes, a representative of the Syracuse Home- town Plan, an organization sanctioned by the Federal government which monitors equal employment opportu- nity and affirmative action programs, testified that Brad- ley was designated as Cam-Ful's on-site contact person and attended the prejob conference with respect to cer- tain work which was performed in 1983 at the Handcock International Airport, and that Bradley, acting on Cam- Ful's behalf, sent his employer a check for $250 indicat- ing it was in payment for Cam-Ful's membership in the Syracuse Hometown Plan. Finally, witness Oscar McKenzie Jr. employed by the city of Syracuse as mi- nority enterprise officer, testified that he attended two (2) prejob conferences in 1983 and two (2) in 1984, at which Bradley acted as Cam-Ful's representative. McKenzie recalled that one of the prejob conference meetings was the 9 June 1983 meeting involving the Handcock International Airport job. He testified Bradley assured him during that meeting that Cam-Ful would comply with minority hiring requirements. Employee Hirsh testified that after he applied for em- ployment at Cam-Ful, he was hired by Bradley on 17 October 1983, when Bradley telephoned him and told him to report to the shop at 6:30 a .m. with tools. Hirsh testified that thereafter Bradley told him what to do and checked his work when he remained in the shop, and that on several occasions Bradley assigned him to work in the field. Additionally, Hirsh testified that Bradley as- signed him and others to work on his (Bradley's) private residence . Bradley denied that he assigned Hirsh to any work other than to work at his private residence.6 During calendar years 1982 and 1983, the Cam-Ful op- eration grew at a more rapid rate than the CEK oper- ation. Thus, in 1983, CEK had a gross volume of ap- proximately $800,000 while Cam-Ful's gross was be- tween $2 million and $3 million . Bradley admitted that he assisted both corporations during 1982 and 1983 by preparing bids for them. With respect to Cam-Ful, in particular, he indicated that Romano and others took care of small bids, such as those for $50,000 or so, but that he prepared or closely reviewed Cam-Ful bids for jobs in the $800,000 to $ 1 million class. In the fall of 1982, Romano suffered a heart attack . From that time until midspring 1983, Bradley admittedly participated in the day-to-day operations of Cam-Ful by assuming Ro- mano's duties and responsibilities. Although Bradley testified that any moneys paid to him by Cam-Ful after December 1981 were consulting fees, the U.S. corporate tax returns filed by Cam-Ful and CEK for the fiscal years. ending 30 November 1981, 1982, 1983, and 1984 suggest that Bradley, in fact, re- tained financial control of both corporations at all times although he had purportedly conveyed 51 percent of the stock of CEK to Olrich and 51 percent of the stock of Cam-Ful to Romano in 1981 .7 Thus, Cam-Ful and Hirsh maintained close relations with Thomas Massett , the business manager of Steamfitters Local 818, while working for Cam-Ful and kept a log of his work activities which he turned over to Massett. Bradley and Massett were adversaries at the time of the hearing and Massett admitted his union paid Hirsh for all time he spent in preparation for and in attend- ance at the hearing. While Hirsh appeared to be quite biased in favor of Local 818 and I conclude the log he prepared is unreliable , because it was obviously prepared at one sitting rather than by daily entries as claimed by Hirsh, I credit his claim that Bradley hired him and thereafter assigned him to various work tasks. 7 Bradley admitted Romano paid only a token amount for the stock and that it was understood he could reobtain it at any time. Romano could not recall paying anything for the stock. He indicated during his testimony that Bradley is the owner of Cam-Ful. C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS CEK's corporate tax returns for fiscal years 1981, 1982, and 1983 reveal : that Bradley was listed as owning 75 percent of Cam-Ful's stock in each of the years indicat- ed; that Bradley was listed as owning 100 percent of CEK's stock in the firm's 1981, 1982, and 1983 returns; that Cam-Ful paid Bradley $24,750 in the fiscal year ending 30 November 1981 and $50,000 in fiscal year 1981-1982; and that Bradley loaned significant sums of money to Cam-Ful during the three fiscal years under discussion. The record fails to reveal whether interest was charged on the money loaned. Bradley indicated the loans were not repaid . Significantly, the record reveals that Nancy Bradley was carried on Cam-Ful's payroll and was paid $400 per week for an unstated time. Brad- ley testified that his wife performed limited work for her salary, i.e., notarized documents and delivered some bids. In addition to offering the above-described evidence to show Bradley's financial interest in and participation in both CEK and Cam-Ful, counsel for the General Coun- sel and counsel for Local 54 sought to show that CEK and Cam-Ful were functionally integrated. The picture which emerged was one in which it appears that CEK bid principally "union" plumbing, heating and air-condi- tioning jobs, while Cam-Ful bid plumbing , mechanical, process piping, air-conditioning, electrical work, excava- tion work, concrete work, carpentry work, roofing work, painting work, landscaping work, and black top work on a nonunion basis. As indicated, supra, CEK accomplished its work with limited equipment. To accomplish the above -described work, Cam-Ful employees utilized excavators, bulldoz- ers, dump trucks, tractors, trailers, welding equipment, ladders, drill motors, pipe vices, high lifts, and miscella- neous small tools . According to Bradley, the two firms bid on the same work-work to be performed at Syra- cuse University School of Management-on only one oc- casion.8 On three occasions CEK subcontracted non- plumbing work to Cam-Ful and Cam -Ful employees ac- complished the work . 9 On the other hand , CEK employ- ees performed no work on Cam-Ful jobs . With respect to supervision, the record reveals that CEK supervisors supervised only CEK employees and Cam -Ful supervi- sors supervised only Cam-Ful employees . The only inter- change of supervisors between firms occurred when CEK supervisors John Kulik and George Armstrong were permanently moved from CEK to Cam-Ful in Oc- tober 1983. Finally, Bradley admitted that the same indi- vidual prepared payroll and kept the books of both cor- porations. Frank Ficarra, the business manager of Local 54, learned in December 1982, that Bradley was connected with Cam-Ful. Pursuant to his request, he and Bradley met at a Syracuse restaurant in early March 1983. During the meeting, Ficarra asked why Bradley was in- volved in a double-breasted operation . Bradley explained that without a nonunion company he could not be com- petitive on nonprevailing rate work , primarily because CEK's contract with Steamfitters Local 818 did not pro- 8 Cam-Ful's bid, which had been prepared by Bradley , was accepted. 9 The jobs were Sandy Creek, Lake Shore Elementary , and the Up- state Medical Center 641 vide for separate rates on nonprevailing rate jobs. Fi- carra suggested they meet with Thomas Massett, the business manager of Local 818. The three met shortly thereafter. During the meeting, the business managers in- dicated they wanted Cam-Ful to become signatory to their area contracts. Bradley explained he would have problems if the did that as Cam-Ful utilized 45-55 em- ployees who were performing in many trade classifica- tions. At some point, Bradley offered to consider agree- ing to perform prevailing rate jobs pursuant to contracts with Locals 54 and 818. That offer was not accepted. On 7 April 1983, Local 54 sent Bradley a letter re- questing information concerning the relationship between CEK and Cam-Ful, indicating the Union needed the in- formation to permit it to police its existing agreement with CEK.' ° By letter dated 17 August 1983, Bradley furnished most of the information which had been re- quested. In his letter he claimed he was unable to answer certain inquiries which relately solely to Cam-Ful. I t Article XXIV of the Union-Association agreement provides, in relevant part: Section 24.1. This Agreement, which is in force and effect until June 30, 1983, shall automatically renew itself for an additional period of one (1) year from the termination date hereof unless either party serves written notice upon the other sixty (60) days prior to its expiration date requesting that it be amended or terminated. Ficarra indicated during his testimony that the Asso- ciation gave timely notice of intent to terminate and/or amend the 1981-1983 agreement, and the record reveals Local 54 and the Association reached accord on a new agreement in early July 1983. By memo dated 6 July 1983, Local 54 invited contrac- tors having agreements with it to became a party to the new agreement by signing and returning the memo to the Union. The memo, a copy of which was sent to CEK and placed in evidence as Respondent CEK's Ex- hibit 5, indicated the term of the Union's agreement with the Association extended from 1 July 1983 to 30 June 1984. It also indicated that the parties had agreed on stated increases in the journeymen rate , increases in the amount of contributions to the welfare and employee an- nuity fund, and that the other parts of the expired agree- ment remained intact. CEK responded by indicating it was willing to engage in individual bargaining with Local 54. By letter dated 21 September 1983, the Union request- ed further information from Bradley and/or CEK con- cerning the relationship between CEK and Cam-Ful and the activities of both corporations. The body of the letter, which was placed in evidence as General Counsel Exhibit 29 states: Dear Mr. Bradley: This is a follow up to my letter of April 11, 1983, requesting certain information as to the relationship 10 See G.C Exh. 25 11 See G.C. Exh. 28. 642 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD between CEK Industrial Mechanic Contractors, Inc. ("CEK") and Cam-Ful Industries, Inc. ("Cam- Ful") and/or between the principals of either or both companies. Your response dated August 17, 1983 to that letter is inadequate in some respects and in other respects , prompts the need for further information. Accordingly, please provide the following infor- mation to the Union within two (2) weeks of receipt of this letter. If you cannot provide all of the infor- mation requested, you should supply all the infor- mation that you have and state under oath that you cannot furnish the rest: 1. For each company, state the periods of time during which you have been an officer, and show all offices held by you, specifying the time period when each office was held. 2. For each company, state the periods of time during which you have been a shareholder and for each company, state your percentage of own- ership interest in the company and where such percentage changed, so indicate with specifics as to the new percent of ownership interest and the applicable time period. 3. With respect to the employment of Ms. Terry King by each company, set forth the precise peri- ods of time during which she has been employed by each company and specifically set forth her functions, duties and responsibilities during each such period. For each such period , set forth the business address at which she worked. 4. In the letter of April 11, 1983, Question No. 4, you were requested to identify the work by project or job, that has been performed by Cam- Ful within the jurisdiction that would be covered by the collective bargaining agreement with this Local and CEK. In your letter of August 17, 1983, page 3, you state that this information is not within your knowledge. This assertion is contra- dicted by your statement that you have been at some time in the past an officer and/or sharehold- er of Cam-Ful. Please identify the work per- formed by Cam-Ful, by project or job with ap- proximate dates and description of the work per- formed, within the jurisdiction that would be cov- ered by the collective bargaining agreement be- tween this Local and CEK. If you can only pro- vide such information for the periods of time during which you were an officer or shareholder of Cam-Ful, you should so state and provide the information. 5. For each such job or project identified in para- graph 4 above, state the number of employees uti- lized by Cam-Ful in the performance of the work that is of the type covered by the above referred to collective bargaining agreement, and for each employee identify the duration and hours of em- ployment. 6. In your letter of August 17, 1983, you state that there is no equipment owned by either CEK and/or Cam-Ful which is leased to or utilized by the other. Please provide that information for pe- riods when you were an officer and/or sharehold- er of Cam-Ful, and provide details as to the type of equipment, ownership, type of lease or rental arrangements and whether the same was oral or written. 7. In our letter of April 11, 1983, you were asked to identify jobs which had been bid by Cam-Ful, and you replied that such information was not within your knowledge. Please state such information for the periods of time when you were an officer and/or shareholder of Cam-Ful and with respect to such identified jobs, state whether or not CEK also bid the job, and state who obtained the job and who performed the work. 8. In your answer of August 17, 1983, you stated that both CEK and Cam-Ful submitted bids on the Syracuse University School of Management project. With respect to such bids , state who did the estimating for each Company ; state which Company, if any, performed work on that project and describe the nature of such work . Specify when the SU School of Management job was per- formed by either CEK or Cam-Ful and describe your involvement, functions, duties and/or re- sponsibilities as regards that work. If there are no other jobs on which both CEK and Cam-Ful sub- mitted bids, including during such times when you were an officer and/or shareholder of Cam-Ful, state under oath that you have no knowledge of same. 9. In your letter of August 17, 1983, you describe certain work on the Upstate Medical Center that you state was awarded by Cam-Ful to CEK; state when and how Cam-Ful obtained the work itself; state the duration of the work ; and describe the work performed by CEK as well as any work performed by Cam-Ful on the same Upstate Medi- cal Center job. State whether there was any agreement concerning the letting of work from one Company to the other. State whether employ- ees of both companies performed work on that project. Describe your involvements , functions, duties, and/or responsibilities with respect to the letting of the work from Cam-Ful to CEK and with respect to the work on that project. 10. State whether either Company performed work at a Veteran's Administration Hospital job in August, 1982; if so, set forth and describe the work, each Company's involvement on that job, any letting of work from one Company to the other, and your involvement, functions, duties and/or responsibilities on behalf of either Compa- ny with respect to that job. 11. State the business location(s) (by number and street and by mailing address) of each company since the incorporation of Cam-Ful in 1979. Iden- tify the time period and terms by which either Company provided office space or office services to or for the other. 12. State the business phone numbers of Cam-Ful since its incorporation. C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS 643 13. Identify amount(s) involved, reason(s) for, and date(s) of transfer of any funds between CEK and Cam-Ful or the principals of the companies. 14. Identify source(s) and amount(s) of the line(s) of credit, past or present, of each company. 15. Identify amount(s) involved, dates, and where applicable, projects, when either company has op- erated its capital with a guarantee of performance by the other company or its principal. 16. Identify each company's present or past building or office materials suppliers. 17. Identify businesses that use or have used the tools or equipment of each company. 18. Identify those of the following services that are or have been provided to either company by or at the other company, setting forth dates and identi- ty of persons providing such services: administra- tive, bookkeeping, clerical, detailing, drafting, en- gineering, estimating, bidding, managerial, negoti- ating jobs, patternmaking, sketching, and any other services (describe). 19. Identify customers referred by either company or its principal(s) to the other. 20. Identify any customers past or present of either company who have been or are new customers of the other company. In each such case, state the calendar period and dollar volume of business per- formed for the customer. 21. For each company, identify the Directors since each company's inception. With respect to your August 16, 1983 letter re- questing that we commence negotiations for a new contract, we believe it would be inappropriate to commence negotiations until such time as we have obtained the necessary information requested con- cerning CEK and Cam-Ful to enable us to intelli- gently bargain. When we have been provided with the necessary information, we will contact you con- cerning bargaining. After several exchanges of correspondence, Bradley an- swered some of the inquiries set forth in the Union's 21 September letter by letter dated 24 November 1983.12 The body of that letter which was placed in the record as General Counsel's Exhibit 35 states: Gentlemen: This letter will start to answer the many burden- some questions in 21 Sept. letter. Please note that the questions involve a great deal of research and time and without the help of a staff of office em- ployees it will take some time. It also should be noted that I am seeking employment in other parts of the country and all future correspondence should be sent to Robert B. Bradley c/o Tec Equipment 901 N.E. Gertz Rd. Portland, Oregon 97211. 1. A. At CEK I was president from April 1981 to present. B. Due to the lack of access to Cam-Ful records I am only able, to the best of my knowledge ap- 12 See G.C. Exhs. 30, 31, 32, 33, and 34. proximate dates that I was an officer of Cam-Ful. Late in 1979 to early 1981 (additional information has been requested and upon receipt of subject in- formation it shall be forwarded to your organiza- tion). 2. A. Share holder CEK from April 1981 to present. B. Share holder Cam-Ful Industries early 1979 to early in 1981 when I became 0% interest. C. CEK percentage ownership 49% D. Cam-Ful ownership - 75% until early in 1981 when it became 0%. 3. A. To the best of my knowledge Terry King worked from approx. July 1982 to April 1982 [sic]. B. Her functions at CEK were typing, job book work and babysitting. C. Terry King worked at 235 Emann Dr. Camillus N.Y. and 300 E. Hiwatha Blvd., Syr. N.Y. while working at CEK. D. To the best of my knowledge Terry King did go to work for Cam-Ful and her functions I have re- quested from Cam-Ful and as soon as I receive an answer we will forward same to your organiza- tion. E. At this time we have requested her working ad- dress but to the best of our knowledge she works at 2918 S. Salina St. or 1322 Carb St. both Syr. N.Y. 4, 5, 6 We have requested information on these items and will forward information upon receipt 7. Please reword your question as I would like to answer this question properly and presently I do not understand under one item why there is so many different parts to this question. 8. A. S.U. School of Management Plumbing Esti- mate was performed by D.A. Thompson for CEK. B. Cam-Ful estimate for S.U. has been requested and will forwarded upon receipt. C. CEK did no work on project and to the best of our knowledge the pipe work was performed by a number of contractors (Cam-Ful, Armini, ABL Joy Co). D. At this time I am attempting to research the re- mainder of the burdensome questions in a good faith effort to bargain. But I am forced to work and to find employment to support my family. Which is almost an impossible problem with the depressed conditions in todays construction market. At some unstated time in 1983, Onondaga County passed an ordinance which required master plumbers to appear in person to obtain plumbing permits. As a result of the county's action, Bradley could no longer obtain permits for CEK by utilizing the authorization given him by Olrich. Bradley testified that the permit situation, coupled with Local 818's refusal to sign a contract with CEK and Local 54's refusal to negotiate a contract with CEK until its informational requests were satisfied, caused him to quit bidding for new CEK work during the fall of 1983. CEK completed its ongoing projects in 644 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD September 1983, and has had no employees since 1 Octo- ber 1983. The record reveals that when CEK's projects were completed the only persons on its payroll were Supervi- sors Armstrong and Kulik. They were immediately hired by Cam-Ful at the same hourly rate they had received when they had been employed by CEK. Bradley indicat- ed during his testimony that, subsequent to CEK's demise, Cam-Ful has bid and accomplished work for former CEK customers. According to Bradley, the equipment used by CEK employees while that entity was active is presently kept at his home. He admitted, how- ever, that he continues to personally use the pickup truck which was titled as a CEK vehicle. From the time it was created until it ceased to perform further work during the fall of 1983, CEK utilized a total of 13 or 14 nonsupervisory employees. All but the book- keeper, King, were members of Local 54. Only four, King and plumbers Denny, Meile, and O'Hern, worked for more than a few months.13 When asked during cross- examination whether Denny, Meile, and O'Hern were employed continuously and were transferred from job to job, Bradley testified all three employees were hired to work on the largest job obtained by CEK, a U.P.S. job which involved a contract in the amount of $837,000. When he was pressed further, Bradley testified it was possible that CEK Superintendent Armstrong utilized the named employees on jobs other than the U.P.S. job if he had no work available for them at U.P.S. Although the record reveals the employees of both CEK and Cam-Ful kept daily timesheets which revealed where they worked each day, no attempt was made to establish where Denny, Meile, and O'Hern worked each day by utiliza- tion of their daily timesheets. During the time it was actively engaged in the per- formance of work, CEK performed work pursuant to 33 contracts. A compilation placed in the record as Charg- ing Party's Exhibit 15 indicates the dates the contracts were entered, the contract number, the amount of the contract, and the name of each job. In some instances, the name of the job reveals the location of the job, but in most instances the exhibits fail to reveal where the work was to be performed. While the exhibit indicates the date CEK executed the various contracts, no date for com- mencement or completion of the contract is indicated. B. Contentions of the Parties General Counsel's contentions must be gleaned from inspection of the complaint. In substance, the complaint alleges that CEK and Cam-Ful constitute an integrated enterprise which is a single employer, a joint employer, or that CEK is the alter ego of Cam-Ful. It alleges that the employees of both CEK and Cam-Ful who perform plumbing, pipefitting, and gasfitting and related work within the territorial jurisdiction of Local 54 constitute an appropriate bargaining unit, and it alleges that, by virtue of the agreement CEK executed with Local 54, the Union is the exclusive collective-bargaining agent of the employees in the described bargaining unit. Finally, '3 Denny and Meile both worked continuously for 15 months, and O'Hern worked continuously for 10 months the complaint alleges that by failing since 1 August 1983 to apply the terms of CEK's agreement with Local 54 to the employees of Cam-Ful, and by failing since 29 Sep- tember 1983 to furnish Local 54 with information which was requested by Local 54's 21 September 1983 letter to Bradley concerning the relationship between CEK and Cam-Ful, the Respondents violated Section 8(a)(1) and (5) of the Act. Respondents contend the complaint must be dismissed because the 21 September 1981 agreement between CEK and Local 54 was an 8(f) agreement and the Union never gained 9(a) exclusive representative status because the record fails to show that Local 54 ever represented a majority of employees in the unit alleged to be the ap- propriate bargaining unit. In the alternative, they claim that the record fails to reveal Cam-Ful is the alter ego of CEK, and that, assuming, arguendo, that CEK and Cam- Ful constitute a single employer, the alleged violations should not be found because the bargaining unit de- scribed in the complaint is not an appropriate unit. C. Analysis and Conclusion Obviously, the principal issues litigated in this case all whether Cam-Ful is the alter ego of CEK or whether they are a single employer, with or without separate bar- gaining units. Generally, alter ego is found when an organized em- ployer seeks to avoid its obligations under a collective- bargaining agreement by transferring its work to a non- union entity and the two entities involved have substan- tiallly identical ownership, management, business pur- pose, operation, equipment, customers, and supervision. Crawford Door Sales Co., 226 NLRB 1144 (1976); Mar- quis Printing Corp., 213 NLRB 394 (1974). If an alter ego relationship is found, the collective-bargaining agreement of the unionized entity is binding on the nonunion entity. On the other hand, single-employer status is normally found where the facts fail to reveal an intention to evade responsibilities under a collective-bargaining agreement, but two entities have common ownership and financial control, common management, interrelation of oper- ations, and centralized control of labor relations. Electri- cal Workers IBEW Local 1264 v. Broadcast Service of Mobile, 380 U.S. 255 (1965); Don Burgess Construction Corp., 227 NLRB 765 (1977), enfd. 596 F.2d 378 (9th Cir. 1978), cert. denied 444 U.S. 940 (1979). With regard to a finding of single-employer status, a finding that two affiliated entities constitute a single em- ployer does not automatically lead to a finding that the collective-bargaining agreement of one is binding on the other and does not imply that the employees of each em- ployer do not constitute separate bargaining units. South Prairie Construction Co. v. Operating Engineers Local 627, 425 U.S. 800 (1976). Instead, after finding that two em- ployers constitute a single employer for the purposes of the Act, the Board then makes a further determination whether the employees of both constitute an appropriate bargaining unit. Applying the foregoing principles to the facts in the instant case, I initially conclude that General Counsel has failed to establish that Cam-Ful is the alter ego of CEK. C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS 645 In the first instance , the record fails to reveal that Cam- Ful was created to permit the transfer of work from CEK to Cam-Ful to avoid CEK 's collective-bargaining agreement with Local 54. To the contrary, the record re- veals that Cam-Ful was already in existence when CEK was formed and that CEK was formed because Bradley desired to create a double-breasted operation which would permit him to bid and accomplish work on jobs where union affiliation was necessary . Moreover, while the factual findings , supra, reveal that Bradley actually owned the majority of the stock of both entities and was the top guiding management official of both, the day-to- day supervision of the employees of both entities was ac- complished by individuals who were employed solely by the entity which hired them. While, in a broad sense, both entities had the same business purpose-to engage in the building construction industry-CEK was created to accomplish primarily plumbing work under union conditions, while Cam-Ful was created to function as a general contractor on work which did not require union affiliation. With respect to operation, CEK observed the separation of crafts, while Cam-Ful utilized employees who performed varied work functions without regard for observance of craft lines . Similarly, while CEK employ- ees and some Cam-Ful employees utilized equipment as- sociated with the plumbing industry, Cam-Ful, in addi- tion, utilized numerous equipment items not utilized by plumbing concerns. Finally, the record reveals that while both corporations were actively bidding and performing work in the Syracuse area, Cam-Ful bid on work sought by CEK on only one occasion. In sum, while Bradley capitalized both CEK and Cam- Ful, controlled them financially at all times , and served as the principal management official of both , I find the evidence fails to show that Cam-Ful was created or op- erated in such a way as to permit a conclusion that it is the disguised continuance of CEK or that it was created or operated with a purpose of avoiding or evading CEK's collective-bargaining agreement with Local 54. Accordingly, I find that Cam-Ful is not the alter ego of CEK. In my view, CEK and Cam-Ful, when judged by the single-employer standards enunciated above, should be deemed to constitute a single employer. As noted above, the fact that Bradley capitalized both entities and has been shown to have been the only officer of either to loan the entities money, or to receive monies from them for other than the payment of wages, reveals that the en- tities are commonly owned and financially controlled. Common management is established by that evidence which reveals Bradley has held himself out to be the owner or agent of both ; by the admitted fact that he for- mulated, reviewed, and changed bids of both ; and by the fact that in certain instances, he hired and directed the employees of both corporations. While the work forces of the entities are not interrelated in the sense that their employees are interchanged , the record does reveal that CEK has subcontracted work it cannot perform to Cam- Ful and, consequently, the employees of both entities have worked on the same jobs on occasion . Subcontract- ing to a closely held entity without competitive bidding, the type of transaction revealed by the record here, has been held to be strong evidence of or single-employer status. Sossaman Electric Co., 241 NLRB 324 (1979). Fi- nally, as Bradley admittedly initially decided that Cam- Ful would operate nonunion , while CEK would operate pursuant to collective-bargaining agreements with Local 54 as well as Local 818, it is clear that Bradley deter- mines the labor policy of both entities . For the reasons stated, I find that CEK and Cam-Ful constitute a single employer. Having found that the entities under consideration constitute a single employer, I turn to resolution of the unit issue. As noted, supra, the record herein clearly re- veals that the supervisors employed by CEK hired and supervised the Local 54 members who worked for that corporation and such individuals did not, while em- ployed by CEK, supervise Cam-Ful employees . Similar- ly, Cam-Ful supervisors supervised only Cam-Ful em- ployees. Significantly, CEK's employees were paid union scale, received union fringes , and performed only work falling within the trade jurisdiction of Local 54. On the other hand, Cam-Ful's employees received the equivalent of union wages only when working on prevailing rate jobs, have not been shown to have received any fringe benefits, and were required to perform any work task they were capable of performing without regard to craft lines. While the record fails to reveal the percentage of time spent by Cam-Ful employees in the performance of plumbing, heating, and air-conditioning work-work per- formed by CEK employees- it reveals those employees also performed electrical, excavation , concrete, carpen- try, roofing, painting, landscaping, and blacktop work. While the record reveals Cam-Ful and CEK were both headquartered in the same building complex, it fails to reveal that they regularly came in contact with each other. Instead, the record reveals that, with several ex- ceptions, the employees of the entities actually per- formed their work tasks at separate construction sites or work locations. Although the record does reveal that Cam-Ful employees and CEK employees worked on the same jobs on occasion, with the former's employees per- forming work not customarily performed by CEK em- ployees, Cam-Ful employees performed such work under the supervision and control of Cam-Ful supervisors rather than CEK supervisors. In my view, the record reveals that the employees of Cam-Ful do not have the same community of interest as employees employed by CEK. Accordingly, I find Gen- eral Counsel has failed to prove that all employees of CEK and Cam-Ful who perform plumbing, pipefitting, gasfitting, and related work within the territorial jurisdic- tion of Local 54, excluding all office clerical employees, professional employees, guards and supervisors as de- fined in the Act constitute an appropriate bargaining unit as alleged in the complaint. Central New Mexico Chapter, National Electrical Contractors Assn., 152 NLRB 1604 (1965); Fred Beacher Construction Co., 162 NLRB 832 (1967). Having rejected General Counsel's contention that designated employees of both CEK and Cam-Ful consti- tute an appropriate unit, I further find that Respondents did not violate Section 8(a)(5) by refusing to apply the 646 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD agreement between CEK and Local 54 to Cam-Ful em- ployees. Fred Reacher Contruction, supra; A-I Fire Protec- tion, 233 NLRB 38 (1977), enfd. in part 600 F.2d 918 (D.C. Cir. 1979).14 Assuming, arguendo, Cam-Ful is CEK's alter ego and/or the two entities constitute a single employer and the unit alleged to be appropriate is an appropriate unit, I nevertheless, conclude that Respondents were not legally obligated to apply the 21 September 1981 agreement be- tween CEK and the Union to Cam -Ful employees from 1 August 1983 forward . As indicated, supra, the Associa- tion gave timely notice terminating the underlying agree- ment and the record reveals that thereafter both Local 54 and CEK treated the 1981-1983 agreement as having expired by its terms 30 June 1983. Thus, the Union by its memo dated 6 July 1983, notified CEK a new contract had been reached with the Association, set forth the changes agreed on, and invited CEK to become a party to the new agreement by signing the memo and return- ing it to Local 54. On the other hand, CEK responded to the Union's memo by requesting that the Union bargain individually with it. Significantly, Ficarra responded by indicating in his 21 September 1983 letter to Bradley (at 4): With respect to your August 16, 1983 letter re- questing that we commence negotiations for a new contract, we believe it would be inappropriate to commence negotiations until such time as we have obtained the necessary information requested con- cerning CEK and Cam-Ful to enable us to intelli- gently bargain . When we have been provided with the necessary information , we will contact you con- cerning bargaining. While counsel for the Union contends that the 1981-1983 agreement was automatically renewed because neither the Union nor CEK gave timely termination and/or intent to modify notice to the other , I note that article XXIV of the agreement provides for automatic renewal unless either "party" serves appropriate timely notice on the other. The "parties" referred to in the agreement were the Union and the Association. In my view, the 1981-1983 agreement was lawfully terminated when the Association gave appropriate notice pursuant to article XXIV of the agreement. In the circumstances, I find the Union and CEK were not parties to a collective -bargain- ing agreement on 1 August 1983. Hassett Maintenance Corp., 260 NLRB 1211 (1982). Since there was no agree- ment in existence on 1 August 1983, I find Respondents did not violate Section 8(a)(5) by failing to apply the terms of an agreement between the Union and CEK to the employees of Cam-Ful. Remaining for discussion is the allegation that Re- spondents CEK and Cam-Ful violated Section 8(a)(5) of the Act by refusing to furnish the Union with informa- tion requested by its 21 September 1983 letter because that information is relevant to the performance of the Union's functions as the collective -bargaining agent of the employees in the unit alleged to be appropriate in paragraph VI of the complaint. Having found the unit which is alleged to be appropriate is not, in fact, appro- priate, I find General Counsel has failed to prove the violation alleged and recommend that paragraph 14(b) of the complaint be dismissed. Assuming, arguendo, that the inartfully drawn com- plaint requires me to decide whether Respondent CEK violated Section 8(a)(5) by refusing to furnish the re- quested information to the Union, I, nevertheless, con- clude that General Counsel has offered insufficient evi- dence to prove the violation alleged. Patently, as CEK had no employees performing work which would fall within the trade or the territorial juris- diction of Local 54 when it executed the Union's area agreement that contract was entered pursuant to Section 8(f) of the Act. As the execution of an 8(f) contract does not raise a presumption that the signatory union is the majority representative of the employees covered by the contract, such agreements are not enforceable in 8(a)(5) proceedings until the union's majority status has been es- tablished. R. J. Smith Construction Co., 191 NLRB 693 (1971). In Giordano Construction Co., 256 NLRB 47 ( 1981), the Board indicated that a union, originally recognized under Section 8(f), can achieve 9(a) status in one of two ways, stating (at 47): The first means is for the union to demonstrate that it has achieved majority status "among employ- ees who make up a permanent and stable work force of the employer." Precision Stripping Inc., 245 NLRB 169 (1979). Where a permanent and stable work force is not employed by the employer, how- ever, the union can attain Section 9(a) status only by demonstrating majority status of the employees employed at a particular jobsite . Davis Industries, Inc; Stag Construction, Inc.; and Add Miles, Inc., 232 NLRB 946 (1977); see generally, Hageman Under- ground Construction, et al., 253 NLRB 60 (1980). In the instant case, General Counsel did not seek to es- tablish that the Union gained 9(a) status during the term of its 1981-1983 agreement with the Union on a jobsite by jobsite basis. 15 Counsel for the Union contends, how- ever, that the evidence which was placed in the record does demonstrate that the Union achieved majority status "among employees who make up a permanent and stable work force of the employer." For the reasons set forth below, I find the contention to be without merit. To support his claim that CEK employed a permanent and stable work force, counsel for the Union first ob- serves the record reveals that CEK employed George Armstrong, John Kulik, Christopher Denny, and David 14 Charging Party contends in his brief that I should find an 8(a)(5) violation on the theory that Bradley intentionally ceased to bid work for CEK but continued to bid work for Cam -Ful and thereby intentionally diverted unit work from CEK to Cam -Ful. The complaint contains no such allegation and that issue was not litigated. 15 While General Counsel identified the employees of both entities who performed work falling within the trade jurisdiction of the Union during the period of CEK's active existence, and he established the length of their employment , no attempt was made to establish which jobs they worked on or how long they remained on any given job(s) C.E.K. INDUSTRIAL MECHANICAL CONTRACTORS 647 Meile continuously from August 1982 to August 1983, and that it employed Gary O'Hern continuously from November 1982 to August 1983. After noting that all five of the named individuals are union members for whom CEK paid the required fringe benefits, counsel then asserts that since the members of the group were moved from job to job while they were continuously employed, they constitute a permanent and stable work force. While Armstrong and Kulik were continuously em- ployed by CEK during almost the entire time that entity was active, they were members of the Union during the time they were employed, and Bradley admitted they were moved from job to job, they cannot be considered to be part of a permanent and stable employee comple- ment because the record clearly reveals they were super- visors within the meaning of Section 2(11) of the Act while employed by CEK. Further, in my view, the record contains insufficient evidence to permit a conclu- sion that Denny, Meile, and O'Hern constituted a perma- nent and stable work force either. Thus, while the record reveals that all CEK employees completed daily time- sheets which revealed where they worked and what they did each day, no effort was made by counsel for General Counsel or by counsel for the Union to utilize such records to establish that the three named employees were transferred from job to job during the tenure of their em- ployment. Instead, counsel for the Union apparently relies on certain testimony given by Bradley during cross- examination to establish that the named employees went from job to job. Summarized, that testimony was to the effect that Denny, Meile, and O'Hern were em- ployed to work on a U.P.S. job, but CEK superintendent George Armstrong may have transferred them to other jobs if there was nothing for them to do on the U.P.S. job. In my view Bradley's testimony fails to affirmatively establish that Denny, Meile, and O'Hern were trans- ferred from job to job or that they, in fact, worked on any job other than the U.P.S. job. I find such inconclu- sive testimony fails to establish that Denny, Meile, and O'Hern composed a permanent and stable work force. In sum, for the reasons stated, I find that the record evidence in this case fails to establish that the Union en- joyed 9(a) status on 21 September 1983 when it request- ed that CEK provide it with information concerning the relationship between CEK and Cam-Ful. Accordingly, Bradley and/or CEK did not violate Section 8(a)(5) as alleged by refusing to furnish the information requested. CONCLUSIONS OF LAW 1. CEK and Cam-Ful are employers engaged in com- merce within the meaning of Section 2(2), (6), and (7) of the Act. 2. The Union is a labor organization within the mean- ing of Section 2(5) of the Act. 3. Respondent has not engaged in the unfair labor practices alleged in the complaint. On these findings of fact and conclusions of law and on the entire record, I issue the following recommend- edls ORDER The complaint is dismissed in its entirety. 16 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 thereto shall be deemed waived for all purposes.