Newark Electric Corp. Newark Electric 2.0, Inc. and Colacino Industries, Inc., as a single employer

NEWARK ELECTRIC CORP. 345 Newark Electric Corp., Newark Electric 2.0, Inc., and Colacino Industries, Inc., and International Brotherhood of Electrical Workers, Local 840. Case 03–CA–088127 March 26, 2015 DECISION AND ORDER BY MEMBERS MISCIMARRA, HIROZAWA, AND MCFERRAN On January 6, 2014, Administrative Law Judge Ken- neth W. Chu issued the attached decision. The Respond- ents filed exceptions and a supporting brief, and the Gen- eral Counsel filed an answering brief. The National Labor Relations Board has delegated 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,1 and conclusions as 1 We correct the following error in the judge’s decision. The judge found that at the time the letter of assent C was signed by Respondent Newark Electric, there were several union members employed by New- ark Electric. The record reflects, however, that there were no union members employed by Newark Electric at that time. The Union’s busi- ness manager, Michael Davis, testified that two employees were per- forming what later became bargaining unit work, and that they would have the opportunity to join the Union after completing a probationary period. This error does not affect our disposition of this case. The Respondents have excepted to some of the judge’s credibility findings. The Board’s established policy is not to overrule an adminis- trative law judge’s credibility resolutions unless the clear preponder- ance 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. We reject the Respondents’ argument that the complaint should be dismissed because the Board did not have a quorum at the time the complaint issued. Although subsequently the Supreme Court held unconstitutional the January 2012 appointments of three Board mem- bers in NLRB v. Noel Canning, 134 S.Ct. 2550 (2014), that decision does not affect the General Counsel’s authority as an independent of- ficer appointed by the President and confirmed by the Senate. The General Counsel’s authority to investigate unfair labor practice charges and to issue and prosecute unfair labor practice complaints derives directly from the language of the Act, not from any power delegated by the Board. See 29 U.S.C. §§ 153(d) & 160(b); Richardson Chemical Co., 222 NLRB 5, 6 (1976). Accordingly, the presence or absence of a valid Board quorum has no bearing on the General Counsel or his agent’s prosecutorial authority in this matter. See Pallet Cos., 361 NLRB 339, 339 (2014). We also reject the Respondents’ alternative argument that Acting General Counsel Lafe Solomon was not properly appointed under ei- ther the Act or the Federal Vacancies Reform Act (Vacancies Act), 5 U.S.C. § 3345 et seq. The Acting General Counsel was properly ap- pointed under the Vacancies Act, which provides an alternative to the specific procedures provided by the Act, and the complaint is not sub- ject to attack based on the circumstances of his appointment. See Hun- tington Ingalls Inc., 361 NLRB 690, 691–692 fn. 8 (2014) (citing Muf- fley v. Massey Energy Co., 547 F.Supp. 2d 536, 542–543 (S.D.W. Va. 2008), affd. 570 F.3d 534 (4th Cir. 2009)) (upholding authorization of a modified below, and to adopt the recommended Order as modified and set forth in full below.2 AMENDED CONCLUSIONS OF LAW Substitute the following for Conclusions of Law 2 and 6. “2. At all material times, Respondents Colacino In- dustries, Newark Electric 2.0 and Newark Electric have had substantially identical management, operations, equipment, customers, and supervision, as well as com- mon ownership and common control over labor relations. “6. The International Brotherhood of Electrical Work- ers, Local 840 (IBEW, Local 840) is a labor organization within the meaning of Section 2(5) of the Act, and upon signing the February 24, 2011 Letter of Assent C, be- came the exclusive collective-bargaining representative of all the Respondents’ employees in the appropriate bargaining unit described below for the purposes of col- lective bargaining within the meaning of Section 8(f): All employees performing work, as set forth in Article II of the January 1, 2011 to May 31, 2012 agreement between the Union and the Finger Lakes, New York Chapter of NECA, and the June 1, 2012 to May 31, 2015 successor agreement between the Union and the Finger Lakes, New York Chapter of NECA, within the geographic area set forth in Article II of the same agreements.” AMENDED REMEDY Having found that the Respondent has engaged in cer- tain unfair labor practices, we shall order it to cease and 10(j) injunction proceeding by Acting General Counsel designated pursuant to the Vacancies Act)). We also find unpersuasive the Re- spondent’s reliance on Hooks v. Kitsap Tenant Support Services, 2013 WL 4094344 (W.D. Wash. Aug. 13, 2013), for the reasons given in Huntington Ingalls, supra. Last, in adopting the conclusion that Respondents Colacino Indus- tries and Newark Electric are alter egos, we find it unnecessary to pass on the judge’s finding that Colacino Industries and Newark Electric had substantially identical business purposes. See Liberty Source W, LLC, 344 NLRB 1127, 1127 fn. 1 (2005) (the Board does not require the presence of each factor in finding alter ego status), enfd. sub nom. Trafford Distribution Center v. NLRB, 478 F.3d 172, 182 (3d Cir. 2007). We also do not rely on Park Avenue Investments LLC, 359 NLRB No. 134 (2013) (not reported in Board volume), cited by the judge. See NLRB v. Noel Canning, supra. 2 We have amended the judge’s conclusions of law and remedy to conform to his unfair labor practice findings and to reflect that the Respondent recognized the Union as the employees’ bargaining repre- sentative under Sec. 8(f) without regard to the Union’s majority status. We shall modify the judge’s recommended Order to conform to the amended conclusions of law and remedy, and to the Board’s standard remedial language. We shall also substitute a new notice to conform to the Order as modified and in accordance with our decisions in Ishikawa Gasket America, Inc., 337 NLRB 175 (2001), affd. 354 F.3d 534 (6th Cir. 2004), and Durham School Services, 360 NLRB 869 (2014). 362 NLRB No. 44 346 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD desist and to take certain affirmative action designed to effectuate the policies of the Act. In addition to the remedies recommended by the judge, we shall require the Respondent to compensate unit em- ployees for the adverse tax consequences, if any, of re- ceiving any lump-sum backpay awards, and file a report with the Social Security Administration allocating the backpay awards to the appropriate calendar quarters for each employee. Don Chavas, LLC d/b/a Tortillas Don Chavas, 361 NLRB 101 (2014). Further, having found that the Respondent unlawfully discontinued required contributions to certain benefit funds, we shall order the Respondent to make whole its unit employees covered by those funds by making all delinquent contributions to those funds, including any additional amounts due the funds in accordance with Merryweather Optical Co., 240 NLRB 1213, 1216 fn. 7 (1979).3 The Respondent also shall be required to reim- burse its unit employees for any expenses ensuing from its failure to make the required benefit fund contribu- tions, as set forth in Kraft Plumbing & Heating, 252 NLRB 891 fn. 2 (1980), enfd. mem. 661 F.2d 940 (9th Cir. 1981), including all medical expenses that would have been covered by the funds. Such amounts shall be computed in the manner set forth in Ogle Protection Ser- vice, 183 NLRB 682 (1970), enfd. 444 F.2d 502 (6th Cir. 1971), with interest at the rate prescribed in New Hori- zons, 283 NLRB 1173 (1987), compounded daily as pre- scribed in Kentucky River Medical Center, 356 NLRB 6 (2010).4 ORDER The National Labor Relations Board orders that the Respondents, Newark Electric Corporation, Newark Electric 2.0, Inc., and Colacino Industries, Inc., Newark, New York, a single employer and alter egos, their offic- ers, agents, successors, and assigns, shall 1. Cease and desist from (a) Refusing to honor the February 24, 2011 Letter of Assent C and the collective-bargaining agreement that is in effect from June 1, 2012, through May 31, 2015, be- tween the IBEW, Local 840 and the Finger Lakes Chap- ter, NECA, which establishes the terms and conditions of employment of the Respondents’ employees in the fol- 3 We leave to the compliance stage the question whether the Re- spondent must pay any additional amounts into the benefit funds in order to satisfy our “make whole” remedy. Merryweather Optical Co., supra. 4 To the extent that an employee has made personal contributions to a fund that are accepted by the fund in lieu of the employer’s delin- quent contributions during the period of the delinquency, the Respond- ent will reimburse the employee, but the amount of such reimbursement will constitute a setoff to the amount that the Respondent otherwise owes the fund. lowing appropriate bargaining unit during the term of the contract and any automatic extensions thereof: All employees performing work, as set forth in Article II of the January 1, 2011 to May 31, 2012 agreement between the Union and the Finger Lakes, New York Chapter of NECA, and the June 1, 2012 to May 31, 2015 successor agreement between the Union and the Finger Lakes, New York Chapter of NECA, within the geographic area set forth in Article II of the same agreements. (b) Failing and refusing to recognize and bargain with the Union as the exclusive collective-bargaining repre- sentative, within the meaning of Section 8(f), of the Re- spondents’ employees in the appropriate unit during the term of their collective-bargaining agreement and any automatic extensions thereof. (c) Repudiating and failing and refusing to apply to unit employees their collective-bargaining agreement since July 20, 2012, and to make payments to the fringe benefit funds under the collective-bargaining agreement and any automatic extensions thereof. (d) Discharging or otherwise discriminating against employees because they form, join, or assist the IBEW, Local 840, or any other labor organization, or engage in protected concerted activities, to discourage employees from engaging in these activities. (e) In any like or related manner interfering with, re- straining, or coercing employees in the exercise of the rights guaranteed them by Section 7 of the Act. 2. Take the following affirmative action necessary to effectuate the policies of the Act. (a) Give full force and effect to the terms and condi- tions of employment provided in the collective- bargaining agreement with the Union, and any automatic renewal or extension of it. (b) Make whole unit employees for any loss of earn- ings and other benefits resulting from the Respondents’ failure to honor the terms of the agreement, in the man- ner set forth in the remedy section of the judge’s decision as amended in this decision. (c) Remit the fringe benefit funds payments that have become due and reimburse unit employees for any losses or expenses arising from the Respondents’ failure to make the required payments, in the manner set forth in the amended remedy section of this decision. (d) On request, bargain collectively in good faith with the Union as the exclusive representative of the employ- ees in the appropriate bargaining unit during the term of the collective-bargaining agreement and any automatic extensions thereof. NEWARK ELECTRIC CORP. 347 (e) Within 14 days from the date of this Order, offer Anthony Blondell full reinstatement to his former job or, if that job no longer exists, to a substantially equivalent position, without prejudice to his seniority or any other rights or privileges previously enjoyed. (f) Make Anthony Blondell whole for any loss of earn- ings and other benefits suffered as a result of the discrim- ination against him, in the manner set forth in the remedy section of the judge’s decision as amended in this deci- sion. (g) Compensate each affected employee, including An- thony Blondell, for the adverse tax consequences, if any, of receiving a lump-sum backpay award, and file a report with the Social Security Administration allocating the backpay award to the appropriate calendar quarters for each employee. (h) Within 14 days from the date of this Order, remove from their files any reference to the unlawful discharge of Anthony Blondell, and within 3 days thereafter, notify him in writing that this has been done and that the dis- charge will not be used against him in any way. (i) Preserve and, within 14 days of a request, or such additional time as the Regional Director may allow for good cause shown, provide at a reasonable place desig- nated by the Board or its agents, all payroll records, so- cial security payment records, timecards, personnel rec- ords and reports, and all other records, including an elec- tronic copy of such records if stored in electronic form, necessary to analyze the amount of backpay and other adjustments of monetary benefits due under the terms of this Order. (j) Within 14 days after service by the Region, post at the Respondents’ Newark, New York facilities copies of the attached notice marked “Appendix.”5 Copies of the notice, on forms provided by the Regional Director for Region 3, after being signed by the Respondents’ author- ized representative, shall be posted by the Respondents and maintained for 60 consecutive days in conspicuous places, including all places where notices to employees are customarily posted. In addition to physical posting of paper notices, the notices shall be distributed electroni- cally, such as by email, posting on an intranet or an in- ternet site, and/or other electronic means, if the Respond- ents customarily communicate with their employees by such means. Reasonable steps shall be taken by the Re- spondents to ensure that the notices are not altered, de- faced, or covered by any other material. If the Respond- 5 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 Na- tional Labor Relations Board” shall read “Posted Pursuant to a Judg- ment of the United States Court of Appeals Enforcing an Order of the National Labor Relations Board.” ents have gone out of business or closed the facilities involved in these proceedings, or sold the business or the facilities involved herein, the Respondents shall dupli- cate and mail, at their own expense, a copy of the notice to all current employees and former employees employed by the Respondents at any time since July 20, 2012. (k) Within 21 days after service by the Region, file with the Regional Director for Region 3 a sworn certifi- cation of a responsible official on a form provided by the Region attesting to the steps that the Respondents have taken to comply. APPENDIX NOTICE TO EMPLOYEES POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government The National Labor Relations Board has found that we violated Federal labor law and has ordered us to post and obey this notice. FEDERAL LAW GIVES YOU THE RIGHT TO Form, join, or assist a union Choose representatives to bargain with us on your behalf Act together with other employees for your bene- fit and protection Choose not to engage in any of these protected activities. WE WILL NOT refuse to honor the February 24, 2011 Letter of Assent C and the collective-bargaining agree- ment with the Union that is in effect from June 1, 2012, through May 31, 2015, which establishes the terms and conditions of your employment in the following appro- priate bargaining unit during the term of the contract and any automatic extensions thereof: All employees performing work, as set forth in Article II of the January 1, 2011 to May 31, 2012 agreement between the Union and the Finger Lakes, New York Chapter of NECA, and the June 1, 2012 to May 31, 2015 successor agreement between the Union and the Finger Lakes, New York Chapter of NECA, within the geographic area set forth in Article II of the same agreements. WE WILL NOT fail and refuse to recognize and bargain in good faith with the Union as your collective- bargaining representative during the term of the collec- tive-bargaining agreement and any automatic extensions thereof. WE WILL NOT repudiate and fail and refuse to apply to unit employees your collective-bargaining agreement 348 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD since July 20, 2012, and to make payments to the fringe benefit funds under that agreement and any automatic extensions thereof. WE WILL NOT discharge or otherwise discriminate against any of you for supporting the IBEW, Local 840, or any other labor organization, or engaging in protected concerted activities, to discourage you from engaging in these activities. WE WILL NOT in any like or related manner interfere with, restrain, or coerce you in the exercise of the rights listed above. WE WILL give full force and effect to the collective- bargaining agreement effective from June 1, 2012, through May 31, 2015, and any automatic extensions thereof. WE WILL make you whole for any losses you may have suffered as a result of our refusal to honor the terms of the collective-bargaining agreement. WE WILL remit the fringe benefit funds payments that have become due and reimburse you for any losses or expenses arising from our failure to make the required payments. WE WILL, on request, bargain in good faith with the Union as your exclusive collective-bargaining repre- sentative during the term of the collective-bargaining agreement. WE WILL, within 14 days from the date of the Board’s Order, offer Anthony Blondell full reinstatement to his former job or, if that job is no longer available, to a sub- stantially equivalent position, without prejudice to his seniority or any other rights or privileges previously en- joyed. WE WILL make Anthony Blondell whole for any loss of earnings and other benefits resulting from his dis- charge, less any net interim earnings, plus interest. WE WILL compensate each affected employee, includ- ing Anthony Blondell, for the adverse tax consequences, if any, of receiving a lump-sum backpay award, and WE WILL file a report with the Social Security Administration allocating the backpay award to the appropriate calendar quarters for each employee. WE WILL, within 14 days from the date of the Board’s Order, remove from our files any reference to the unlaw- ful discharge of Anthony Blondell, and WE WILL, within 3 days thereafter, notify him in writing that this has been done and that the discharge will not be used against him in any way. NEWARK ELECTRIC CORP., NEWARK ELECTRIC 2.0, INC., AND COLACINO INDUSTRIES, INC. The Board’s decision can be found at www.nlrb.gov/case/03-CA-088127 or by using the QR code below. Alternatively, you can obtain a copy of the decision from the Executive Secretary, National Labor Relations Board, 1099 14th Street, N.W., Washington, D.C. 20570, or by calling (202) 273–1940. Claire T. Sellers, Esq. and Mary Elizabeth Mattimore, Esq., for the General Counsel. Edward A. Trevvett, Esq. (Harris Beach, PLLC), of Pittsford, New York, for the Respondent-Employer. DECISION STATEMENT OF THE CASE KENNETH W. CHU, Administrative Law Judge. This case was tried on August 26 and 27, 2013,1 in Buffalo, New York, pursuant to a complaint and notice of hearing issued by the Regional Director for Region 3 of the National Labor Relations Board (the NLRB or the Board) on May 30, 2013. (GC Exh. 1.)2 The complaint, based upon charges filed by the Interna- tional Brotherhood of Electrical Workers (IBEW), Local 840 (the Charging Party or the Union), alleges that Newark Electric Corp. (Respondent Newark Electric), Newark Electric 2.0, Inc. (Respondent Newark 2.0), and Colacino Industries, Inc. (Re- spondent Colacino) (collectively, the Respondents) are a single employer or alter egos and the Respondents violated Section 8(a)(5), (3), and (1) of the National Labor Relations Act (the NLRA or the Act). The Respondents filed timely amended answers to the com- plaint denying the material allegations in the complaint and asserting several affirmative defenses.3 1 All dates are in 2012, unless otherwise indicated. 2 Testimony is noted as “Tr.” (Transcript). The exhibits for the Gen- eral Counsel and Respondent are identified as “GC Exh.” and “R. Exh.” The closing briefs are identified as “GC Br.” for the General Counsel and “R. Br.” for the Respondent. 3 Counsel for the Respondents moved to dismiss the complaint and asserted at trial (Tr. 11, 12) and in its brief that the Board and those who represent it, had no authority to issue this complaint and prosecute this action because the Board did not have a quorum of three of its five members in order to issue a complaint and to take other actions, citing Noel Canning v. NLRB, 705 F.3d 490, 499 (D.C. Cir. 2013), cert. granted 133 S.Ct. 2861 (2013), and New Process Steel, L.P. v. NLRB, 130 S.Ct. 2635, 2645. However, as the court acknowledged, its deci- sion conflicts with rulings of at least three other courts of appeals. See Evans v. Stephens, 387 F.3d 1220 (11th Cir. 2004), cert. denied 544 U.S. 942 (2005); U.S. v. Woodley, 751 F.2d 1008 (9th Cir. 1985); U.S. v. Allocco, 305 F.2d 704 (2d Cir. 1962). Thus, the Board has rejected NEWARK ELECTRIC CORP. 349 Issues The complaint alleges that the Respondents violated Section 8(a)(5) and (1) of the Act when on or about July 20, 2012, they withdrew recognition and repudiated the collective-bargaining agreement that they were parties with the Union. The com- plaint further alleges that the Respondents violated Section 8(a)(3) and (1) when employee Anthony Blondell (Blondell) was laid off because his employment was conditioned upon working for a nonunion company. After the close of the hearing, the briefs were timely filed by the parties, which I have carefully considered. On the entire record, including my observation of the demeanor of the wit- nesses,4 I make the following FINDINGS OF FACT I. JURISDICTION AND LABOR ORGANIZATION STATUS At all material times, Respondent Newark Electric, a New York corporation, has been an electrical contractor in the con- struction industry with an office and place of business in New- ark, New York. At all material times, Respondent Newark 2.0, a New York corporation, has been an electrical contractor in the construction industry with an office and place of business in Newark, New York. At all material times, Respondent Col- acino Industries, a New York corporation, has been an electri- cal contractor in the construction industry and a provider of information technology services with an office and place of business in Newark, New York. During a representative 1-year this argument, as the issue regarding the validity of recess appoint- ments “remains in litigation, and pending a definitive resolution, the Board is charged to fulfill its responsibilities under the Act.” See G4S Regulated Security Solutions, 359 NLRB 947 fn. 1 (2013), citing Belgrove Post Acute Care Center, 359 NLRB 633 fn. 1 (2013). The Respondent’s alternate argument is that the complaint should be dis- missed because Acting General Counsel Lafe Solomon could not properly be appointed under the Federal Vacancies Reform Act (FVRA) and therefore lacked authority to issue the complaint in this case, citing Hooks v. Kitsap Tenant Support Services, Inc., 2013 U.S. Dist. LEXIS 114320 (W.D. Wash. Aug. 12, 2013). (R. Exh. 1.) The General Counsel argues that AGC Solomon was properly appointed under the FVRA. Contrary to te Respondents’ assertion, the express terms of the FVRA make it applicable to all executive agencies, with one specific exception inapplicable here, 5 U.S.C. § 3345(a); see 5 U.S.C. § 105 (“Executive agency” defined to include independent agencies), and to all offices within those agencies, such as the office of the General Counsel, that are filled by presidential appointment with Senate confirmation, 5 U.S.C. § 3345(a). Belgrove Post Acute Care Center, above. I am bound only to apply established Board precedent which the Supreme Court has not reversed, notwithstanding contrary decisions by the lower courts. Waco, Inc., 273 NLRB 746, 749 fn. 14 (1984). As such, the Respondents’ motion to dismiss the complaint is denied. Moreover, the Board now has five members and a General Counsel who have been confirmed by the Senate. 4 The credibility resolutions herein have been derived from a review of the entire testimonial record and exhibits, with due regard for the logic of probability, the demeanor of the witnesses, and the teachings of NLRB v. Walton Mfg. Co., 369 U.S. 404, 408 (1962). As to those wit- nesses testifying in contradiction to the findings herein, their testimony has been discredited, either as having been in conflict with credited documentary or testimonial evidence or because it was not credible and unworthy of belief. period, Respondents Colacino Industries and Newark 2.0 pur- chased and received goods at its Newark, New York facility valued in excess of $50,000 directly from enterprises within the State of New York, each of which other enterprises had re- ceived the goods directly from points outside the State of New York.5 The Union is a labor organization within the meaning of Sec- tion 2(5) of the Act. II. THE ALLEGED UNFAIR LABOR PRACTICE A. Background James Colacino (Colacino) is the owner and president of Re- spondents Colacino Industries and Newark 2.0. Respondent Newark Electric was incorporated in May 1979 by Colacino’s father, Richard Colacino. (R. Exh. 5.) Colacino was employed by his father and worked at Respondent Newark Electric for over 20 years. Colacino testified he purchased the assets, good will, equipment, website, and customer database from his father in 2000, but did not outright buy the Company or assumed the Company’s liabilities. Colacino maintained that Newark Electric was always 100- percent owned by his father, Richard Colacino. (Tr. 170–173, 243–245.) Colacino denies being an owner or company officer of Respondent Newark Electric. (Tr. 171.) According to Rich- ard Colacino, Newark Electric has not been operating as a busi- ness since its assets were sold in 2000, and was subsequently dissolved on April 13, 2013, after resolving its tax liabilities. (Tr. 174–175, 285–288.) Respondent Colacino Industries was incorporated by Col- acino in February 2000, and the purchased assets from Newark Electric were folded into Colacino Industries. (Tr. 200.) Re- spondent Colacino Industries is 100-percent owned by Colacino who is also the president. (Tr. 183; R. Exh. 3.) The place of business for Respondent Newark Electric was at 131 Harrison Street, Newark, New York, at the time Colacino Industries was incorporated. Colacino testified that once Colacino Industries was incorporated, he moved all the purchased assets from Newark Electric to a different building at 126 Harrison Street, which was across the street. The building that had housed Newark Electric on 131 Harrison Street was owned by Col- acino (which he had purchased during his parents’ divorce pro- ceeding) and he sold the property. (Tr. 244, 245.) The building on 126 Harrison Street is also owned by Colacino and Re- spondent Colacino Industries leases and pay rent to Colacino for the use of the property. (Tr. 173, 195.) Colacino stated that the primary business of Respondent Colacino Industries was an automation systems integration, performing mainly software development, integration, and service for water, sewer systems, food industry, and manufac- turing. Colacino indicated that a small portion of Colacino Industries’ business was in traditional electrical work, which was mostly handled by Richard Colacino. (Tr. 166–170, 240.) 5 The attorney for the Respondents and the General Counsel stipulat- ed that Respondents Colacino Industries and Newark 2.0 are single employer/alter egos for the purpose of the hearing and that the Board has jurisdiction over them. (Tr. 7, 8.) 350 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Colacino maintain that Newark Electric was dormant after the assets were sold by his father in 2000. Colacino testified that Newark Electric had done no business and had not hired any employees since 2000. (Tr. 244, 245.) Colacino stated, however, for name recognition purposes during the transition of operations from Newark Electric to Colacino Industries, he continued to use the Newark Electric logo, stationery, and other identifying aspects. He testified that “we wanted to retain the name recognition (of Newark Electric). So, over a period of time, as we transitioned . . . we’re trying to keep the brand recognition.” (Tr. 173, 198–200, 241.) Contrary to the assertions of Colacino, I find that Respond- ent Newark Electric was holding itself out to the public as an active operating company from the years 2000 to 2012, even after selling all its assets to Respondent Colacino Industries. The record shows that Respondents Colacino Industries and Newark Electric are housed at 126 Harrison Street. The en- trance doors to 126 Harrison Street are stenciled with the New- ark Electric and Colacino Industries logos (Tr. 173); the Col- acino Industries stationery also contained the Newark Electric logo; the company vans for Colacino Industries company con- tinued to advertise and display the Newark Electric logo (alt- hough Colacino was allegedly working on the “next genera- tion” logo (Tr. 174, 246; GC Exh. 19); and the customer pur- chase orders and invoices were addressed to Respondents Col- acino Industries and Newark Electric. (GC Exhs. 34, 32, 31.) Further, the employees of Colacino Industries completed timesheets that showed the Colacino and Newark Electric log- os. Employees filling out their job cards and supply requisi- tions only showed the Newark Electric logo. The employer’s contributions to the union funds came from Newark Electric. (GC Exh. 9.) Blondell testified that he completed his job cards with the Newark Electric logo. (Tr. 126.) Blondell further testified that Colacino was the owner of Respondents Colacino Industries, Newark Electric, and Newark Electric 2.0. He confirmed all three companies are housed in one building with one address and that the names of Respondent Colacino Industries and Newark Electric are stenciled on the glass door. He said that he received all his supplies and parts from one warehouse regard- less of which company was performing the work. Blondell said there was one facsimile, copier, and printer machine for all three companies and one phone system that did not identify the company for the incoming call. Colacino had kept the original Newark Electric phone number. Blondell also confirmed that the company vans continue to display the Newark Electric logo. Blondell said that none of the vans had any markings indicating Colacino Industries or Newark Electric 2.0. (Tr. 119–124.) Colacino testified that the phone calls would all come in for Colacino Industries, but for the electric and pipe work, the calls would be directed to Richard Colacino (who mainly performed this type of work) and the calls for any automation systems work would be taken by a different group. (Tr. 176.) He said that communications by emails between the Respondents and the public were interchangeable between newarkelectric.com and colacino.com (GC Exh. 29), but explained that it did not matter which email address was used by an outsider because the messages would always arrive under the colacino.com mailbox. (Tr. 196–198, 259.) With regard to Respondent Newark Electric 2.0, Colacino filed for incorporation on March 8, 2011, and at the same time, applied for a Federal employer identification number. (GC Exh. 28.) Respondent Newark Electric 2.0 is 100-percent owned by Colacino who is also the president. According to Colacino, Newark Electric 2.0 was incorporated to perform the traditional electrical work that was not Colacino Industries’ main business. He envisioned Respondent Newark Electric 2.0 to be a division of Respondent Colacino Industries. (Tr. 170– 174.) As such, the counsel for the General Counsel and for the Respondents stipulated that Respondents Newark Electric 2.0 and Colacino Industries are a single-employer/alter ego enter- prise and subjected to the Board’s jurisdiction. (Tr. 7, 8.) Colacino testified that Newark Electric 2.0 was also alleged- ly created in order to appease the aggressive barrage of emails, letters, and personal appearances by the business manager of the Union, Michael Davis (Davis). Colacino complained that Davis was disrupting his office staff in his campaign to con- vince Colacino to sign up with the Union. (Tr. 180.) Davis has been the business manager for Local 840 since Ju- ly 2011, and is responsible for enforcing the collective- bargaining agreements between the Union and employers. Prior to holding that position, Davis was a union organizer from 2005 to 2011. Davis said that his objective as a union organizer was to increase union membership and to convert employers from nonunion to union contractors. (Tr. 15, 16.) Colacino testified that Davis had been trying to persuade him to sign up with the Union since 2005, and he would have fre- quent contacts with Colacino at least several times a week, including lunches, personal appearances, and scheduled meet- ings at his premises. Colacino characterized these contacts as “persistent” with a fair amount of pressure. Colacino stated that Davis wanted him to sign a letter of assent, which is essen- tially an agreement for a trial period for the Union to demon- strate the benefits of being a union contractor. Colacino testified that Davis also offered to provide jour- neyman caliber electricians for him on a trial basis. Colacino repined that Davis would provide such employees, including Blondell, and then take them off the job even if they were will- ing to continue working for a nonunion shop. According to Colacino, the campaign to unionize by Davis reached a point where Davis would sign up some of Colacino’s employees as union member and then immediately laid them off because they could not continue to work for a nonunion shop. Colacino said he felt pressure to sign a letter of assent when Davis allegedly represented to him that Colacino would be able to have Blondell and other union electricians return to work upon sign- ing the letter. (Tr. 246–251.) According to Colacino, Davis would leave completed letters of assent for Colacino to sign and made comments that Colacino’s problem with finding good skilled labor would “go away” once he signs the letter of as- sent. (Tr. 254; R. Exh. 2.) Davis testified that he knew James and Richard Colacino since 2005, and does not deny trying to sign up Respondent Newark Electric as a union contractor. (Tr. 21, 22, 64.) Davis testified that he was aware that the elder Colacino sold Newark NEWARK ELECTRIC CORP. 351 Electric to James Colacino. Davis also believed that Colacino then became president of Newark Electric because Colacino gave him a company business card containing the Newark Elec- tric logo. The record shows that the business card stated the name of James Colacino and his title has “President/CEO.” (Tr. 64–67; GC Exh. 7.) Davis testified that was not aware of the existence of Newark Electric 2.0 during the time when he was trying to sign up Newark Electric as a union shop. (Tr. 58, 65, 299.) Vicky Bliss (Bliss) testified that she worked at Respondent Colacino Industries in 2010 and 2011 as the office manager. She witnessed Davis coming by the office looking for Colacino at least three times a day. Bliss said that Davis would show up at the office unannounced or wait for Colacino in the company parking lot. On other occasions, Bliss said that Davis would call for Colacino. Bliss said that she knew Davis was trying to get Colacino to join the Union. She characterized Davis’ con- versations and efforts as “friendly but persuasive.” (Tr. 290– 293.) B. The Letters of Assent Davis testified that Local 840 represents electricians in five counties in the northern tier of the State of New York. The Local, as part of IBEW, has a master collective-bargaining agreement with the National Electrical Contractors Association (NECA), a multiple employers association. Davis said that, in essence, under the work preservation clause in section 2.06(a) of the master agreement, a union con- tractor is prohibited from subcontracting out to a nonunion shop. Davis testified that the previous master agreement was from January 1, 2011, to May 31, and the current agreement is from June 1 to May 31, 2015. (Tr. 17–18; GC Exhs. 2, 3.) The work preservation clause states: In order to protect and preserve, for the employees covered by this Agreement, all work heretofore performed by them, and in order to prevent any device or subterfuge to avoid the pro- tection and preservation of such work, it is hereby agreed as follows: If and when the Employer shall perform any on-site construction work of the type covered by this Agreement, un- der its own name or under the name of another, as a corpora- tion, company, partnership, or any other business entity in- cluding a joint venture, wherein the Employer, through its of- ficers, directors, partners, or stockholders, exercises either di- rectly or indirectly, management control or majority owner- ship, the terms and conditions of this Agreement shall be ap- plicable to all such work. All charges or violations of this Section shall be considered as a dispute and shall be pro- cessed in accordance with the provisions of this Agreement covering the procedure for the handling of grievances and the final binding resolution of disputes. Davis testified that an employer becomes a party to the mas- ter agreement by signing either a Letter of Assent A or a Letter of Assent C. He indicated that a Letter of Assent A is for an employer who has been a previous union contractor whereas a Letter of Assent C is for an employer who has not been a union contractor but is willing to engage as a union shop on a trial basis. (Tr. 18, 19.) Upon signing a Letter of Assent C, the employer becomes bound by the multiemployer master agree- ment between the Union and NECA. A Letter of Assent C bounds the employer to the master agreement for 180 days from the effective date of the letter.6 The employer, after the first 180 days and within the first 12 months of the effective date, may terminate the letter of assent and the master collective-bargaining agreement by giving writ- ten notice at least 30 days prior to the selected termination date to the NECA and Union. At the earliest point in time to termi- nate, the employer would be required to give written notice on the 181st day from the effective date. If the employer does not take advantage to terminate the let- ter between the 181st and 335th day, then the employer would be bound by the terms of the master agreement until it expires. The 335th day of the 1-year anniversary date of the letter is the last day possible to terminate the letter because the employer is required to provide a written 30-day notice to the NECA and the Union before the anniversary date. If the employer fails to terminate the letter of assent after the first 12 months from the effective date, the employer is bound by the master agreement until its stated termination date as well as to all subsequent amendments and renewals. If the employer desires to terminate the letter of assent and does not intend to comply with and be bound by all the provi- sions in any subsequent agreements, the employer must notify the NECA and the Union in writing at least 100 days prior to the termination date of the then current agreement. (GC Exh. 5; Tr. 20, 21.) C. The Signing of Letters of Assent C by Respondent Newark Electric Davis has been trying to convince Colacino to sign a Letter of Assent C for Respondent Newark Electric since 2006. (Tr. 19–21.) Davis said he finally convinced Colacino to sign the Letter of Assent C in February 2011. Davis testified that it was his understanding that the Letter of Assent C signed by Col- acino was for Respondent Newark Electric. Davis said the letter of assent was signed in the evening on February 24, 2011, at the Newark Electric offices and approved by the NECA on May 6, 2011. (GC Exh. 6.) Davis said that Colacino signed on behalf of Newark Electric and that Richard Colacino was also presented for the signing. Davis indicated that Clark Culver, who was the former business manager, signed for the Union. Davis said that everyone then went to dinner to celebrate the signing. (Tr. 21–29.) Colacino testified that his father was there for the signing because “he likes to eat” and everyone went to dinner afterwards. (Tr. 232.) The record shows that the Letter of Assent C was signed on February 24, 2011, by Colacino above the line that had his name and title as CEO. The name of the firm on the Letter of Assent C stated, “Newark Electric” with an address at 126 Har- rison Street. The Federal employer identification number was referenced as 16–1127802, which was the correct Federal ID number for Newark Electric. Davis testified that the name of 6 The Letter of Assent A played no significant role in this complaint. (GC Exh. 4.) 352 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD the company and Federal ID number was obtained from Bliss. (Tr. 22.) Colacino testified that he did not know how Davis received the Federal ID information and denied authorizing any one in his company to provide the information to him. He indicated that previous letter of assents were filled out by Davis or some- one working for the Union with incorrect information, such as the address for Newark Electric. Colacino maintained that he did not review the Letter of Assent C before signing on Febru- ary 24. Colacino testified that “I assumed (the information) would be accurate because Mike (Davis) was well aware of the formation of separate companies.” (Tr. 254–257.) Colacino insisted that he told Davis that the Letter of Assent C was for Respondent Newark Electric 2.0 and never noticed that the symbol “2.0” was missing from the letter. (Tr. 183, 232, 265.) Colacino also testified that Newark Electric 2.0 did not have a Federal employer tax ID at the time the Letter of Assent C was signed. (Tr. 257.) Davis, however, has always maintained that he was not aware of the existence of Respondent Newark Elec- tric 2.0 until April 2012. The effective date of the Letter of Assent C was February 24, 2011. Pursuant to the contract provisions of the letter, Re- spondent Newark Electric was bound to the terms of the letter for the next 180 days and would then have the opportunity from August 24, 2011, to January 24, 2012, to terminate the assent by providing the 30-day written notice to both the Union and NECA. At the very latest date that Respondent Newark Elec- tric could terminate the Letter of Assent C and the collective- bargaining agreement was on January 24, 2012, which would be 30 days prior to the 1-year anniversary of the letter of as- sent.7 With the signing of the letter of assent, the Union became the exclusive collective-bargaining representative of the Respond- ents’ employees in the following appropriate bargaining unit of All employees performing work, as set forth in Article II of the January 1, 2011 to May 31, 2012 agreement between the Union and the Finger Lakes, New York Chapter of NECA, and the June 1, 2012 to May 31, 2015 successor agreement between the Union and the Finger Lakes, New York Chapter of NECA, with the geographic area set forth in Article II of the same agreements. At the time the Letter of Assent C was signed by Respondent Newark Electric, there were several union members employed by Respondent Newark Electric. Davis testified that he agreed with Colacino that the union members would finish up their assignments under the nonunion terms and conditions of em- ployment and thereafter, they would begin to receive union wages and benefits in accordance with the letter of assent and the master collective-bargaining agreement. Davis recalled that Blondell, Mike Bebernitz (Bebernitz), and Mark Patterson (Pat- terson) were three employees already performing bargaining unit work at Respondent Newark Electric. Davis said that eventually these three and others would become union mem- 7 The counsel for the General Counsel inadvertently noted February 24, 2011, as the expiration date of the letter of assent, which actually should read February 24, 2012. (See GC Br. at 11.) bers after performing their obligatory 1000 hours probationary period. (Tr. 25–28.) The record shows that the payroll reports of the employees and the union local contributions and deductions reflect all three named Respondents. (GC Exh. 9.) Davis testified that he did not pay much attention to the different names or Federal tax ID numbers on the reports or to the contributions being paid to the local. He said his only concern was that the benefits were being properly and timely made. (Tr. 59, 70–80.) As noted above, Respondent Colacino Industries was created in 2000 after Colacino brought the Newark Electric assets from his father. Colacino testified that he did not sign a letter of assent for Colacino Industries when he signed one for Newark Electric in February 2011, because he was trying to operate the companies as two separate businesses. Colacino reiterated that he wanted to segregate the electrical work with Newark Electric 2.0. (Tr. 183.) Nevertheless, Colacino signed Respondent Colacino Industries to a Letter of Assent C just 2 months after signing Newark Electric. (Tr. 185.) Colacino explained that for accounting and administrative reasons, he was not able to segregate the finances and insurance for the two companies. Colacino said, for example, that he did not have the cash reserves to pay salaries for the Newark Elec- tric 2.0 employees and that the premiums were extremely high to insure a new company. Colacino said that he raised the dif- ficulties in operating two companies under one financial and administrative roof with Davis and he purportedly told Col- acino that his problems would be resolved if Colacino also sign up Respondent Colacino Industries to a Letter of Assent C. (Tr. 183–185.) Colacino testified that it was his intent that the Letter of As- sent C binding Respondent Colacino Industries would super- sede the letter of assent signed earlier with Respondent Newark Electric 2.0. Colacino said that Davis told him that the letter of assent for Newark Electric would essentially just dissolve. Colacino testified that Davis told him a single company could not have two concurrent letters, but that he (Davis) would nev- ertheless check with IBEW. Colacino said that Davis informed him about 30 days later that the easiest way to resolve this issue was to redate the letter of assent with Respondent Newark Elec- tric so that it would follow the same timeframe as the letter of assent for Colacino Industries. He testified that Davis unex- pectedly called him and said that the Union had redated the Letter of Assent C for Respondent Newark Electric to match the July 20 date. (Tr. 184–192.) Colacino testified that he never received the redated letter of assent, but it was his under- standing that it was accomplished. He never gave another thought about the redating of the Letter of Assent C. (Tr. 223, 224.) According to Davis, it was Colacino who approached him in July 2011, and suggested to Davis about signing up Respondent Colacino Industries to a Letter of Assent C. Davis testified that Colacino explained to him that it was difficult to maintain the accounting books with two different companies and two differ- ent set of employees. Davis testified that it was his understand- ing that Colacino was referring to Respondents Colacino Indus- tries and Newark Electric as the two companies with account- ing issues. Davis insisted that Colacino never mentioned Re- NEWARK ELECTRIC CORP. 353 spondent Newark Electric 2.0 as being the second company as having the bookkeeping problems. According to Davis, since he was not yet aware that Newark Electric 2.0 existed, he told Colacino that there should be no problems with two letters of assent, but would have to first check with IBEW. Davis testi- fied that the Letter of Assent C for Respondent Colacino Indus- tries was approved and Colacino signed the letter on July 20, 2011.8 (Tr. 29–32, 92; GC Exh. 10.) Contrary to Colacino’s testimony, Davis testified that the let- ter of assent for Respondent Newark Electric was still in effect since he had already been informed by the IBEW that there were no problems with a single owner having two different letters for two different companies. Davis absolutely denied that he told Colacino the letter of assent for Respondent Col- acino Industries would supersede the letter of assent for Re- spondent Newark Electric. He further denied agreeing to re- date the letter of assent for Respondent Newark Electric to the same date (July 20) as the letter of assent signed with Respond- ent Colacino Industries. (Tr. 32–35, 88–91, 93–96.) D. The Termination of the Letters of Assent Davis testified that Colacino notified him by letter dated April 12 that Respondent Colacino Industries was terminating its Letter of Assent C and the collective-bargaining agreement with the Union effective on May 26. A copy of the notice to terminate was also sent to the NECA, Finger Lakes chapter. Colacino also requested a meeting with Davis to discuss the “the reasons for this decision and how the IBEW can support NEC 2.0, Inc.” (GC Exhs. 12, 33.) Davis said he was taken by surprise because this was the first occasion he heard of a com- pany named Newark Electric 2.0. Davis attempted to contact Colacino for a meeting, but was never able to reach him. (Tr. 36, 37, 58.) The parties stipulated and it is not in dispute that Colacino correctly and timely terminated the Letter of Assent C on May 26 with Respondent Colacino Industries. (Tr. 83.) The record shows that Respondent Colacino Industries con- tinued to pay union contributions for April, May, and June. (GC Exhs. 14, 15.) However, it was obvious that Colacino was moving away from his relationship with the Union. On June 29, Davis met with a union member, Rick Bush (Bush), who requested information on how to withdraw from the Union. According to Davis, Bush wanted an honorary withdrawal be- cause it was his intention to work for a nonunion shop. Davis told Bush that Newark Electric was still a union shop and that if he relinquishes his union membership, Bush would no longer be able to work for a union shop. Davis testified that Bush then decided to resign from the Union. Davis surmised that Bush wanted to work for the Respondents. After his conversation with Bush, Davis said that he again at- tempted to contact Colacino to determine what was happening. (Tr. 38–49.) Davis further testified that he was unable to reach Colacino, but shortly that same day, he received a visit from 8 Colacino testified that he signed the Letter of Assent C for Re- spondent Colacino Industries “2 months later” (after the February 24, 2011 Letter of Assent C for Respondent Newark Electric), which was obviously mistaken testimony. (Tr. 183.) two Colacino employees and was handed a letter dated June 29. (Tr. 40–42; GC Exh. 13.) The letter stated, in part, that In compliance with the letter of assent dated 7/20/2011, New- ark Electric 2.0 is terminating the letter of assent and the col- lective-bargaining agreement effective today, the 29th of June, 2012. Davis said he knew nothing about Newark Electric 2.0 and insisted that the Union never signed a letter of assent with Newark Electric 2.0. (Tr. 41, 42.) Davis testified that eventu- ally, Scott Barra (Barra) contacted him and arranged for a meet- ing with Colacino for July 2. Davis said that Barra was a union member referred to Colacino to perform collective-bargaining work.9 At the July 2 meeting, Colacino began by saying that he was being restricted in his flexibility to hire employees that could perform programming work (ostensibly for Respondent Col- acino Industries) that required some electrical work because the electrical work was reserved for bargaining unit employees. Davis replied that he did not have a problem if Colacino hired one employee to perform both union and nonunion work so long as Colacino paid to the union funds when the program- mers did electrical work. It was at this meeting that Colacino then asserted that the signing of Respondent Colacino Indus- tries to the Letter of Assent C superseded the letter of assent for Respondent Newark Electric. Davis replied that the Letter of Assent C was signed with Respondent Newark Electric and still considered that company as a union contractor. Davis thought that the meeting was fruitful and agreed to meet again with Colacino on July 9. However, Davis received a phone call from Bliss informing him that Colacino intended to go nonun- ion and the parties never met. (Tr. 44–47.) Colacino testified that he was aware that there were two let- ters of assent, but thought it was no longer an issue because he had liquidated Newark Electric 2.0 on July 31 (the actual pa- perwork was filed on September 4). (Tr. 214–218, 241; R. Exh. 4.) Colacino further testified that when Blondell, Barra, and Bush brought to his attention in June that the Union still believed Respondent Newark Electric 2.0 was still a union shop, Colacino decided it was wise to affirmatively terminate the letter of assent for Newark Electric 2.0 on June 29. Col- acino said that he wrote to Davis to inform him of the termina- tion. The notice terminating the letter of assent for Newark Electric 2.0 referenced the July 20, 2011 signing date for the Letter of Assent C because Colacino believed that the original date of February 24, 2011, for Newark Electric 2.0 had been redated by Davis to July 20. (GC Exh. 13; Tr. 218–220.) Col- acino conceded that if the letter of assent for Respondent New- ark Electric 2.0 was not redated, the notice to terminate would have been untimely. Davis testified that the notice to terminate Newark Electric must also be filed with the NECA, which he contended, was not done by Colacino. (Tr. 102.) Colacino insisted that he sent a copy of the June 29 termination notice to the NECA, but the 9 Barra, like Bush, also resigned from the Union in order to work for Colacino. (Tr. 48, 49; GC Exh. 16.) 354 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD notice to the NECA was not provided for the record by the Respondents. (Tr. 220.) Colacino also said that the employee who had wrote the let- ter to terminate the letter of assent for the Newark Electric 2.0 mistakenly typed in June 29 as the effective termination date, when it should have been July 29. Colacino again insisted that the Letter of Assent C was signed for Respondent Newark Electric 2.0 and not for any other company. (Tr. 221–224.) Discussion A. Single-Employer and Alter Egos Status The General Counsel argues that Respondents Colacino In- dustries and Newark Electric are either a single-employer entity or alter egos. The General Counsel contends that if Colacino Industries and Newark Electric are single-employer/alter egos, then Respondent Colacino Industries is bound to the Letter of Assent C between Respondent Newark Electric and the Union. The single-employer doctrine is found when two ongoing businesses are treated as a single employer based upon the ground that they are owned and operated as a single unit. Penntech Papers, Inc. v. NLRB, 706 F.2d 18 (1st Cir. 1983), cert. denied 464 U.S. 892, 104 S.Ct. 237 (1983). Motive is normally irrelevant. In finding single employer status, the Board has typically looked to whether there is (1) common ownership; (2) common management; (3) functional interrela- tion of operations; and (4) centralized control of labor relations. Broadcast Employees NABET Local 1264 v. Broadcast Service of Mobile, 380 U.S. 255, 85 S.Ct. 876 (1965). In Flat Dog Productions, Inc., 347 NLRB 1180, 1181–1182 (2006), the Board explained In determining whether two entities constitute a single em- ployer, the Board considers four factors: common control over labor relations, common management, common owner- ship, and interrelation of operations. Emsing’s Supermarket, Inc., 284 NLRB 302 (1987), enfd. 872 F.2d 1279 (7th Cir. 1989). In Radio & Television Broadcast Technicians v. Broadcast Service of Mobile, 380 U.S. 255, 256 (1965), the Supreme Court, in considering which factors determine whether nomi- nally separate business entities should be treated as a single employer, stated The controlling criteria set out and elaborated in Board deci- sions, are interrelation of operations, common management, centralized control of labor relations and common ownership. Not all of the criteria need be present to establish a single- employer status and no single criterion is controlling. Single- employer status “ultimately depends upon ‘all circumstances of the case’ and is characterized by the absence of an ‘arms-length relationship found among unintegrated companies.” Mercy Hospital of Buffalo, 336 NLRB 1282, 1284 (2001); also Hahn Motors, 283 NLRB 901 (1987). With respect to the General Counsel’s theory that the Re- spondents are alter egos, the Board utilizes additional factors and a broader standard in determining whether two or more ostensibly distinct entities are in fact alter egos. The Board considers whether the entities in question are substantially iden- tical, including the factors of management, business purpose, operating equipment, customers, supervision, as well as com- mon ownership. Crawford Door Sales Co., 226 NLRB 1144 (1976); Advance Electric, 268 NLRB 1001, 1002 (1984). The Board and the courts have applied the alter ego doctrine in those situations where one employer entity will be regarded as a continuation of a predecessor, and the two will be treated interchangeably for purposes of applying labor laws. The most obvious example occurs when the second entity is created by the owners of the first for the purpose of evading labor law responsibilities; but identity of ownership, management, super- vision, business purpose, operation, customers, equipment, and work force are also relevant in determining alter ego status. See Fallon-Williams Inc., 336 NLRB 602 (2001), C.E.K. Indus- tries Mechanical Contractors, Inc. v. NLRB, 921 F.2d 350, 354 (1st Cir. 1990). While the Board considers whether one entity was created in an attempt to enable another to avoid its obliga- tions under the Act, the Board has consistently held that such a motive is not necessary for finding alter ego status. Crawford Door Sales Co., above. In looking at the various factors shared by the entities, the Board has noted that no one factor is con- trolling or determinative. NLRB v. Welcome-American Ferti- lizer Co., 443 F.2d 19, 21 (9th Cir. 1971). Like the single- employer doctrine, the existence of such status ultimately de- pends on “all circumstances of the case” and is characterized as an absence of an “arms’ length relationship found among unin- tegrated companies.” Operating Engineers Local 627 (South Prairie Construction) v. NLRB, 518 F.2d 1040, 1045–1046 (D.C. Cir. 1975), affd. in relevant part sub. nom. 425 U.S. 800 (1976). The parties stipulated that Respondents Colacino Industries and Newark Electric 2.0 are alter egos and is a single-employer enterprise. The threshold issue of the complaint is the relation- ship between Respondents Colacino Industries/Newark Electric 2.0 and Newark Electric. The General Counsel argues that the Respondents are bound by the Letter of Assent C signed by Respondent Newark Electric on the theory that all three com- panies are either a single employer or alter egos. In my findings, the totality of the evidence strongly supports the conclusion that Colacino Industries/Newark Electric 2.0 and Newark Electric are alter egos or a single employer. Colacino brought all the assets of Newark Electric in 2000 and funneled the assets to his newly created Colacino Industries. Colacino is the 100-percent owner of Colacino Industries and Newark Elec- tric 2.0 (until it was dissolved in 2012). Colacino also contin- ued to use the name of Newark Electric in his commercial and business dealings with his customers and the general public. Colacino Industries was created to perform commercial and residential software and to design and build automation and integration systems, but also to perform electrical work.10 Con- trary to the Respondents’ assertions, Respondent Newark Elec- tric was not a dormant company after 2000 when the assets were sold to Colacino. The record shows that Newark Electric 10 Colacino had testified that his programmers would also perform electrical work although he insisted that all electrical work was being performed by Respondent Newark Electric 2.0. NEWARK ELECTRIC CORP. 355 was not legally dissolved until 2013, but the company contin- ued to operate and generate business as evidenced by the in- voices and customer purchase orders that mostly reflected the Newark Electric logo and payments that were addressed to both Respondents Colacino Industries and Newark Electric. It is clear that invoices and purchase orders were used interchange- ably between Respondents Newark Electric and Colacino In- dustries. Further, Colacino continued to use Respondent Newark Electric logo, stationery, and other identifying aspects as a divi- sion of Respondent Colacino Industries. Though Colacino denies ownership of Newark Electric, Colacino’s business card given to Davis stated that James Colacino (and not Richard Colacino) as the president and CEO of Newark Electric. Col- acino also testified that he wanted Newark Electric to be a divi- sion of Respondent Colacino Industries and some stationery logos reflected this fact.11 Most significantly, Colacino ulti- mately made all the personnel decisions in the hiring and re- taining of employees and in the management of all three com- panies. In addition, Respondents Colacino Industries and Newark Electric were housed in the same premises at 126 Harrison Street. The entrance doors to 126 Harrison Street have the logos of Newark Electric and Colacino Industries; there was one facsimile, copier, and printer machine for all three compa- nies and one phone system with Newark Electric keeping its own phone number and incoming calls are identified through either the Newark Electric or Colacino Industries ID number; Respondent Colacino Industries company vans continued to display the Newark Electric logo; and communications by emails between the Respondents and the public were inter- changeable between newarkelectric.com and colacino.com. The record further shows that the employees of Colacino In- dustries completed their timesheets and job cards having the Colacino and Newark Electric logos. Employees completing supply and parts requisition forms only showed the Newark Electric logo and one warehouse were used to provide the sup- plies for all three companies. The employer’s contributions to the union funds had the name of Newark Electric. Therefore, I find that at all material times, as alter egos, Re- spondents Colacino Industries and Newark Electric have sub- stantially identical management, business purpose, operating equipment, customers, purchases, premises, facilities, and su- pervision as well as common ownership. Park Avenue Invest- ments LLC, 359 NLRB No. 134 (2013) (not reported in Board volume); Crawford Door Sales Co., above. I also find that at all material times, as a single employer, Respondents Colacino Industries and Newark Electric have a common officer, ownership, management, and supervision; have formulated and administered a common labor policy; have shared common premises and facilities; have provided services 11 Even assuming that formal ownership of Respondent Newark Electric was with Richard Colacino, during the period of formal owner- ship of Newark Electric, the active control of both companies was in the hands of James Colacino. This satisfies the element of common ownership. See Kenmore Contracting Co., 289 NLRB 336 (1988); also Milford Services, Inc., 294 NLRB 684 (1989). for each other; have interchanged personnel with each other, have engaged in common purchasing, and have held themselves out to the public as a single-integrated business enterprise. Emsing’s Supermarket, Inc., above; Park Avenue Investments LLC, above.12 B. Repudiation of the Collective-Bargaining Agreement The Respondents argue that Newark Electric never signed a letter of assent with the Union and therefore, they are not bound by the collective-bargaining agreement. The Respondents maintain that the letter of assent was actually signed by Re- spondent Newark Electric 2.0. I disagree. I find that the Letter of Assent C was signed by Respondent Newark Electric on February 24, 2011. The objective record shows that the Letter of Assent C signed on February 24, 2011, had the name of the firm as “Newark Electric;” the name of the individual signing on behalf of Newark Electric was “James R. Colacino;” his title under his signature was “CEO;” and the Federal tax identification number provided was for Newark Electric. The objective record also shows that Newark Electric 2.0 was not incorporated until March 8, 2011, and did not have its own Federal tax number in February. Colacino said it was always his intention to sign Newark Electric 2.0 to the letter of assent. Colacino testified that he was anxious to sign the letter of assent because Davis had been pressing him to do so for several years and paid little attention to the information contained in the letter. He also said that Newark Electric 2.0 was mentioned several times during the signing as the company for the letter of assent. I do not credit the testimony of Colacino on this point. I find that Colacino’s testimony that Newark Electric 2.0 had signed 12 In the alternative, the General Counsel argues that regardless of the alter egos/single-employer status of Respondents Colacino Indus- tries and Newark Electric, the Board has jurisdiction over Respondent Newark Electric as a separate entity. The counsel for the General Counsel alleges that the Board has jurisdiction over Respondent New- ark Electric because it is a corporation with an office and place of busi- ness in New York and that it had purchased and received goods valued in excess of $50,000 from other enterprises located within the State of New York and from points outside of the State of New York. (Tr. 162– 166.) The Respondents deny that Respondent Newark Electric is a corporation with an office and place of business in New York and maintain that Respondent Newark Electric has not operated since 2000. (Tr. 162–165.). The General Counsel had subpoenaed the Respond- ents’ invoices. Rather than to submit the entire record of invoices, the parties agreed that the General Counsel would submit a sample of all invoices for 2011 and 2012. (Tr. 163–165.) A review shows that the invoices during a representative sample of jobs from August 28, 2011, to October 20, 2012, indicated that Respondent Newark Electric was operating and performing jobs with gross revenues valued in excess of $100,000 from various entities engaged in interstate commerce. The invoices contained the logo of Newark Electric as being a division of Colacino Industries. There is no mention of Newark Electric 2.0 on any of the invoices. (GC Exhs. 26, 27.) Respondent Newark Electric in conducting its business operations and performed services valued in excess of $50,000 from enterprises located within the State of New York has engaged in interstate commerce. As such, I agree with the General Counsel and find that the Board has jurisdiction over Respond- ent Newark Electric as a separate enterprise engaged in commerce within the meaning of Sec. 2(2), (6), and (7) of the Act. 356 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD the Letter of Assent C lacks credibility.13 At the time that the Letter of Assent C was signed, Colacino knew that Newark Electric 2.0 did not exist or at best, he was in the process of incorporating the new company. Colacino also knew that Newark Electric 2.0 did not have a Federal tax number at the time of the February signing. Colacino denied being an officer of Newark Electric, but nevertheless signed the letter as the CEO of Newark Electric and had provided a business card to Davis indicating he was the president and CEO of Newark Electric. Colacino (or for that matter, Richard Colacino, who was also present at the signing) could have raised all this misin- formation to the Union so that the letter could be corrected to his satisfaction. Instead, Colacino did not raise any “red flags” and proceeded to sign the Letter of Assent C. Colacino then signed Respondent Colacino Industries to a Letter of Assent C with the Union on July 20, 2011. Davis agreed to a second Letter of Assent C with Respondent Col- acino Industries because he understood the arrangement to be purely an administrative and bookkeeping matter. Neverthe- less, Davis did check and received approval from IBEW for a second letter of assent. Approximately 9 months later, on April 12, Colacino noticed the Union and NECA that Colacino Industries was terminating its letter of assent, effective May 26. There is no dispute that Colacino Industries timely and effectively terminated its letter of assent. Colacino then attempted to terminate the letter of assent of Newark Electric on June 29, which he believed it to be for Newark Electric 2.0. On July 9, Bliss called Davis that the Respondents intended to be a nonunion contractor, effec- tively repudiating the collective-bargaining agreement. I find, however, that inasmuch as Respondents Colacino In- dustries, Newark Electric 2.0, and Newark Electric are alter egos/single employer, Respondent Colacino is bound to the then-current master agreement through its letter of assent with Newark Electric, which was not effectively terminated by Col- acino on June 29. Once Newark Electric signed the letter of assent on February 24, 2011, it could not terminate the letter prior to August 24, 2011. After August 24, 2011, Newark Elec- tric had until February 24, 2012, to terminate the letter of assent by providing notice of termination to the NECA and the Union no later than January 24, 2012 (30 days prior to the termination date). After February 24, 2012, Newark Electric was tied to the master agreement until May 31, 2012, the expiration date of the agreement. Newark Electric could have elected to terminate the collective-bargaining relationship if notice was provided at least 100 days prior to the expiration date (May 31) of the mas- ter agreement. However, since Newark Electric failed to pro- vide such timely notice to the NECA and the Union, Newark Electric was bound until May 31, 2015, which is the expiration date of the then successor agreement. Respondent Newark Electric did not avail itself of either op- tions to terminate the letter of assent and therefore, it could not repudiate the collective-bargaining agreement. Having found 13 The General Counsel notes that a Board judge had found that Col- acino lacked credibility in his testimony in another case. (GC Br. at 25.) However, my credibility findings are based on this record and not on the findings of another judge. Respondents Colacino Industries, Newark Electric 2.0, and Newark Electric is a single employer/alter egos, it follows that Respondent Colacino Industries has an obligation to bargain with the Union and is bound by the NECA collective- bargaining agreement that Newark Electric signed through the letter of assent. Concourse Nursing Home, 328 NLRB 692 (1999); Crawford Door Sales Co., above. Therefore, since the Respondents have failed and refused to apply the terms and conditions of the collective-bargaining agreement between the NECA and the Union, they have failed and refused to bargain in good faith with the exclusive bargain- ing representative of their employees within the meaning of Section 8(d) of the Act, in violation of Section 8(a)(5) and (1) of the Act. Barnard Engineering Co., 295 NLRB 226 (1989) (ordering the respondent and alter ego to comply with agree- ment in effect at the time and subsequent agreement and further ordered both respondents to pay the wage rates and make con- tributions to the fringe benefit funds as provided in those agreements). I find that the Respondents’ admitted failure to recognize and bargain with the Union, their failure to maintain the wages, hours, and other working terms and conditions of the NECA collective-bargaining agreement, and their failure to apply the NECA agreement to unit employees violated Section 8(a)(5) and (1) of the Act. C. The Respondents’ Defenses The Respondents also argue several additional defenses in its answer. The Respondents argue that Colacino agreed to sign off the letter of assent with Respondent Colacino Industries because Davis represented to him that one individual could not have two Letters of Assent C and the Letter of Assent C with Newark Electric 2.0 would have to be dissolved or “go away” so that there was only one single Letter of Assent C. The Re- spondents also argued that Davis “bullied” Colacino in signing the first Letter of Assent C with Newark Electric. I find that Colacino was not forced, duped, or fraudulently induced in signing the Letters of Assent C for Newark Electric and Colacino Industries. I find no meritorious evidence that Davis had agreed to redate the Letter of Assent C for Newark Electric or that he represented to Colacino that the first Letter of Assent C was superseded by the signing of the Letter of Assent C for Colacino Industries. With regard to the first Letter of Assent C with Newark Elec- tric, it is clear that Davis never forced Colacino to sign the let- ter in February 2011. Bliss testified that Davis was friendly but persuasive. Colacino and Davis testified that there was much fanfare over the signing of the letter and the parties, including Richard Colacino, then went out to dinner to celebrate. This does not support the Respondents’ contention of being bullied or forced by the Union to sign the Letter of Assent C. It is also equally clear from the record that Colacino knew he could not timely terminate the Letter of Assent C for Newark Electric and would be bound by the successor bargaining agreement until 2015. However, by claiming that the first letter of assent was dissolved, superseded, or redated with the Letter of Assent C for Colacino Industries, Colacino believed that he NEWARK ELECTRIC CORP. 357 could then return to a nonunion shop once the Letter of Assent C for Colacino Industries was timely terminated. I find Davis’ testimony more worthy of belief than Col- acino’s testimony on this point. Davis testified that Colacino approached him about signing Respondent Colacino Industries because of administrative and bookkeeping problems. Davis credibly testified that he had to check with the IBEW for ap- proval before agreeing to such an arrangement. I find that Da- vis’ testimony is credible when he denied agreeing to dissolve the Letter of Assent C with Newark Electric. Signing up an- other company to the collective-bargaining agreement was Davis’ goal as a union organizer. Here was his opportunity to recruit employees of Colacino Industries to the Union. There was absolutely no conceivable business reason for Davis to agree on dissolving the Letter of Assent C with Newark Elec- tric. With regard to the redating of the Letter of Assent C with Newark Electric to July 20, Davis also credibly denied telling Colacino that he had redated the Letter of Assent C. Colacino said that Davis called him “out of the blue” to tell him that he had redated the Letter of Assent C for Newark Electric. I find that Davis never had a conversation about redating the first letter of assent or that it would be superseded with the signing of the Letter of Assent C with Colacino Industries. First, Davis simply did not have the authority to somehow dis- solve the first letter of assent. As such, there was no detri- mental reliance on the part of Colacino because the conversa- tion about redating the first letter of assent never occurred. Colacino presented no evidence to corroborate such a conversa- tion with Davis. Second, Colacino never received or requested a copy of the redated letter of assent, which he would have received if the document was redated. Third, there are no notes to memorialize the conversations about redating the letter, no recollected dates of the alleged conversations between Colacino and Davis about redating or superseding the Letter of Assent C for Newark Electric, and only vague recollections as to when and what exactly occurred regarding the redating. Colacino said that he was focused on other matters and just accepted Davis’ purported representation that the letter was redated. His testimony is not worthy of belief. Colacino is an astute busi- nessman. He brought the assets of Newark Electric and created at least two other companies. He was anxious to sign Letters of Assent C for Newark Electric and Colacino Industries. To maintain that he was not paying attention to the information in signing the first letter of assent for Newark Electric and that he did not follow up to ensure that the letter was actually redated makes his testimony unworthy of belief. D. The Layoff of Anthony Blondell The counsel for the General Counsel alleges that Blondell was constructively discharged when the Respondents condi- tioned his continued employment on working for a nonunion company in violation of Section 8(a)(3) and (1) of the Act. Blondell is an electrician and a member of the Union for the past 28 years. In 2006, he was sent by the Union to work for Colacino to help out for 4 months. Subsequently, Blondell started his own company and became a subcontractor for Col- acino from May 2007 until November 2010. After Colacino signed the letter of assent for Respondent Newark Electric, Blondell began working for Colacino from March 2011 to July 2012. Blondell said that after Colacino signed the letter of assent for Respondent Colacino Industries, his pay statements reflected the name of Newark Electric 2.0 and the name of Respondent Colacino Industries until he was laid off. (Tr. 106, 107; GC Exh. 20.) Blondell testified that he was terminated on June 29 after re- ceiving his final paycheck from Respondent Colacino Indus- tries.14 The letter of termination stated that Blondell was dis- charge for disclosing company information without consent. The termination letter was signed by Colacino. (Tr. 108; GC Exh. 21.) Blondell said he was surprised with his discharge and went to see Bliss, the office manager. According to Blondell, Bliss told him that Blondell allegedly purloined a document off the desk in Colacino’s office. Blondell denied taking any doc- ument and wanted to meet with Colacino. Blondell met with Colacino the following day, on June 30. Blondell explained to Colacino that he did not take any documents and that Colacino should have spoken to him first before terminating him. Col- acino believed Blondell, apologized to him and rescind the letter of termination. Blondell’s termination was rescinded by letter dated July 5. (Tr. 109, 110, 115; GC Exh. 22.) Blondell testified that after his termination was resolved, he continued to discuss with Colacino about other matters. Blondell said that Colacino told him that he was having diffi- culties making the letter of assent work and that July 20 was going to be the last date for the letter of assent for Respondent Colacino Industries. Blondell said that about an hour into their meeting, Barra arrived and became part of the conversation regarding the July 20 date. Blondell said that Barra was also aware that Colacino intended to terminate the letter of assent on July 20. (Tr. 110–113).15 Blondell testified that as the July 20 date approach for the termination of the letter of assent for Respondent Colacino Industries, he asked Colacino on either July 17 or 18 regarding the status of his employment. Blondell asked whether it was the intention of Colacino to lay him off on July 20. Blondell said he was concerned whether he would still be working or be laid off and would have to look for work in the union hall. According to Blondell, Colacino told him that assuming no deal was made by him and the Union (to keep a union shop), Blondell would be laid off. Blondell said that he accepted this explanation from Colacino because he “was a union employee, and if he was going nonunion, there wasn’t any way I could work for him.” (Tr. 116, 117.) Blondell admitted that Colacino never told him to quit. (Tr. 148.) The record shows that Blondell was laid off due to the lack of work by Colacino on July 20. (GC Exh. 23.) Blondell testi- fied that there was work for him to perform even though the notice cited a lack of work for his layoff. Blondell also testified 14 The termination of Blondell, although initially filed as a charge by the Union, was subsequently not alleged in the complaint of the Gen- eral Counsel. (Tr. 99, 100.) 15 Davis testified above that he was trying to reach Colacino when he received a telephone call from Barra. It was at the June 30 meeting that prompted Barra to make a call to Davis to arrange a meeting with the Union for July 2. 358 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD that Barra (and Bush) was not laid off by Colacino. When asked why, Blondell said that he assumed that Barra was not laid off because Barra had resigned his union membership and could continue working for a nonunion shop. (Tr. 117–119.) In contrast, Colacino testified that he had no intention to lay off Blondell. Colacino said that Blondell approached him about his employment status because Blondell was aware of the termination date of the collective-bargaining relationship with the Union. Colacino testified that Blondell told him that he had to lay him off for lack of work. Colacino allegedly replied to Blondell that he did not have a lack of work, but Blondell in- sisted for Colacino to lay him off. According to Colacino, the Union was going to use Blondell as a tool against the Company and Blondell did not relish seeing that happen to Colacino. (Tr. 227–230.) Barra testified that he has been a union member for over 12 years and had served in several official positions with the Un- ion prior to resigning in July 2012. He was aware that Colacino was about to rescind the letters of assent and go nonunion. Barra testified that he spoke to Davis about this and Davis in- formed him that “if Jim (Colacino) goes non-union . . . I’ll pull you guys from him and then we’ll see how much work he does with no employees.” (Tr. 270–274.) Barra said that he needed to work and there were no guarantees that the Union would be able to find him another job once he was “pulled” from Col- acino. Barra said that the decision to resign from the Union was made between himself and his spouse. Barra denied that Colacino told him to resign from the Union. (Tr. 274, 275.) Barra said that he attended at least two meetings (approxi- mately 2 weeks before July 20) with Colacino and Blondell and confirmed that he heard Blondell telling Colacino that he (Col- acino) should “just lay him off for lack of work” so that Blondell could not be used as a “tool” by the Union arguing that Respondents were still a union company because Blondell was still working for Colacino. (Tr. 276–279.) Discussion In Wright Line, 251 NLRB 1083 (1980), enfd. 662 F.2d 899 (1st Cir. 1981), cert. denied 455 U.S. 989 (1982), the Board announced the following causation test in all cases alleging violations of Section 8(a)(3) and (1) turning on employer moti- vation. The General Counsel must first make a prima facie showing to support the inference that protected conduct was a “motivating factor” in the employer decision. On such a show- ing, the burden shifts to the employer to demonstrate that the same action would have taken place even in the absence of the protected conduct. The United States Supreme Court approved and adopted the Board’s Wright Line test in NLRB v. Transpor- tation Management Corp., 462 U.S. 393, 399–403 (1983). In Manno Electric, 321 NLRB 278 fn. 12 (1996), the Board re- stated the test as follows The General Counsel has the burden to persuade that anti- union sentiment was a substantial or motivating factor in the challenged employer decision. The burden of persuasion then shifts to the employer to prove its affirmative defense that it would have taken the same action even if the employee had not engaged in protected activity. Under the NLRA, a traditional constructive discharge occurs when an employee quits because his employer has deliberately made the working conditions unbearable and it is proven that (1) the burden imposed on the employee caused and was in- tended to cause a change in the employee’s working conditions so difficult or unpleasant that the employee is forced to resign, and (2) the burden was imposed because of the employee’s union activities. Grocers Supply Co., 294 NLRB 438, 439 (1989). Here, under the Hobson’s choice theory, an employ- ee’s voluntary quit will be considered a constructive discharge when an employer conditions an employee’s continued em- ployment on the employee’s abandonment of his or her Section 7 rights and the employee quits rather than comply with the condition. Hoerner Waldorf Corp., 227 NLRB 612, 613 (1976). The evidence establishes that just prior to July 20, Respond- ent Colacino Industries terminated Blondell and at least two other bargaining unit employees voluntarily resigned their un- ion membership in order to continue working for Colacino. Blondell credibly testified that he approached Colacino and asked whether he would be laid off on July 20, knowing that Colacino was terminating the letter of assent and the collective- bargaining agreement on that date. Blondell credibly testified that Colacino replied by saying he would have to terminate Blondell’s employment by laying him off. Given this choice, Blondell accepted his layoff because he wanted to remain with the Union. I do not credit the testimony of Colacino and Barra on this point. It is difficult for me to reasonably believe that Blondell asked to be laid off as testified by Barra and Colacino. Blondell credibly testified that he was in the middle of complet- ing a project and that there was work available for him to per- form. It is also difficult for me to accept the testimony of Col- acino and Barra that Blondell would agree to be laid off by Colacino so he could not be used as a tool between the Union and Colacino. Inasmuch as the Respondents had unlawfully repudiated the collective-bargaining agreement and withdrew recognition of the Union, it was clear that Colacino was intent in going with a nonunion shop and did not want to continue employing Blondell. The Respondents failed to prove that regardless of Blondell’s union affiliation or activities, he would have been laid off due to a lack of work. As such, the Respondents failed to satisfy their Wright Line rebuttal burden. In essence, Col- acino offered Blondell the disabling choice of being terminated or accepting terms and conditions of employment that would be substantially reduced if he commenced working for Respondent Colacino Industries in a nonunion setting. This is a classic case of discriminating against the employee because of his current terms and conditions of employment by discouraging member- ship in a labor organization. Engineering Contractors, Inc., 357 NLRB 1553, 1558 (2011). Under these circumstances, I find that the Respondents vio- lated Section 8(a)(3) and (1) of the Act when they unlawfully terminated the employment of Blondell. CONCLUSIONS OF LAW 1. At all material times, Respondents Colacino Industries, Newark Electric 2.0, and Newark Electric are corporations with NEWARK ELECTRIC CORP. 359 an office and place of business located at 126 Harrison Street in Newark, New York, and have been engaged in the construction industry as electrical contractors. 2. At all material times, Respondents Colacino Industries, Newark Electric 2.0, and Newark Electric have had substantial- ly identical management, business purposes, operations, equipment, customers, and supervision, as well as ownership. 3. Based on its operations described above and the parties’ stipulation, Respondent Newark Electric, Respondent Newark Electric 2.0, and Respondent Colacino Industries constitute a single-integrated business and have been at all material times alter egos and a single employer within the meaning of the Act. 4. During the 12 months preceding issuance of the com- plaint, in conducting its operations described above, the Re- spondents provided services valued in excess of $50,000. 5. The Respondents constitute an employer engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act. 6. The International Brotherhood of Electrical Workers, Lo- cal 840 is a labor organization within the meaning of Section 2(5) of the Act. 7. Since July 20, 2012, the Respondents have failed and re- fused to apply the terms and conditions of the February 24, 2011 Letter of Assent C and the June 1, 2012, through May 31, 2015 collective-bargaining agreement with the IBEW and NECA, Finger Lakes Chapter, to the employees in the appro- priate bargaining unit in violation of Section 8(a)(5) and (1) of the Act. 8. By withdrawing recognition and repudiating the collec- tive-bargaining agreement with Local 840, and by failing to continue in effect all the terms and conditions of employment of its collective-bargaining agreement including by ceasing to make contributions to the benefit funds, the Respondents have been failing and refusing to bargain collectively and in good faith with the exclusive collective-bargaining representative of its employees in violation of Section 8(a)(5) and (1). 9. By discharging employee, Anthony Blondell, the Re- spondents have been discriminating in regard to the hire, ten- ure, or terms or conditions of employment of its employees, thereby discouraging membership in a labor organization in violation of Section 8(a)(3) and (1) of the Act. 10. The Respondents’ above-described unfair labor practices affect commerce within the meaning of Section 2(6) and (7) of the Act. REMEDY Having found that the Respondents are a single employer or alter egos, its officers, agents, successors, and assigns, I shall order them to cease and desist and to take certain affirmative action necessary to effectuate the policies of the Act. Specifi- cally, having found that the Respondents violated Section 8(a)(5) and (1) of the Act by refusing to recognize the February 24, 2011 Letter of Assent C and collective-bargaining agree- ment that is in effect from June 1, 2012, through May 31, 2015, with the IBEW, Local 840, and the Finger Lakes Chapter, NECA, that establishes the terms and conditions of employees in the appropriate bargaining unit, I shall order the Respondents to comply with the Letter of Assent C and all the terms and conditions of employment of the collective-bargaining agree- ment. Having found that the Respondents violated Section 8(a)(5) and (1) of the Act by withdrawing recognition from IBEW, Local 840 and failing from July 20, 2012, to continue in effect all the terms and conditions of the IBEW and the NECA agreement, I shall order the Respondents to recognize Local 840 as the exclusive bargaining representative of employees in the unit and to apply all the terms and conditions of the IBEW agreement, and any automatic extensions thereof. I shall also order the Respondents to make whole, unit employees for any loss of earnings and other benefits they may have suffered as a result of the Respondents failure to continue in effect all of the terms and conditions of the IBEW, Local 840 agreement in the manner set forth in Ogle Protection Service, 183 NLRB 682 (1970), enfd. 444 F.2d 502 (6th Cir. 1971), with interest as prescribed in New Horizons and Kentucky River Medical Cen- ter, 356 NLRB 6 (2010). Having also found that the Respondents violated Section 8(a)(3) and (1) of the Act by discharging Anthony Blondell, I shall order the Respondents to offer him full reinstatement to his former job or, if the job no longer exists, to a substantially equivalent job, without prejudice to seniority or any other rights or privileges previously enjoyed. Further, the Respondents shall make the aforementioned employee whole for any loss of earnings and other benefits suffered as a result of the discrimi- nation against him. Backpay shall be computed in accordance with F. W. Woolworth Co., 90 NLRB 289 (1950), with interest as prescribed in New Horizons, 283 NLRB 1173 (1987), plus daily compound interest as prescribed in Kentucky River Medi- cal Center, above. The Respondents shall also be required to expunge from its files any and all references to the unlawful discharge of the aforementioned employee and to notify him in writing that this has been done and that the unlawful discharge will not be used against him in any way. The Respondents shall file a report with the Social Security Administration allocating backpay to the appropriate calendar quarters. The Respondents shall also compensate Anthony Blondell for the adverse tax consequences, if any, of receiving one or more lump-sum backpay awards covering periods longer than 1 year. Latino Express, Inc., 359 NLRB 518 (2012). [Recommended Order omitted from publication.]