Extract
Diverse Steel, Inc., 946 (2007)
Diverse Steel, Inc. and Pinnacle Steel, Inc., alter egos and International Association of Bridge, Structural, Ornamental, and Reinforcing Iron Workers Local 321, AFLCIO. Case 26CA20799
April 30, 2007DECISION AND ORDERBy Chairman Battista and Members Liebman and WalshOn March 21, 2003, Administrative Law Judge Margaret G. Brakebusch issued the attached decision. The Respondents filed exceptions and a supporting brief. The General Counsel and the Union each filed cross-exceptions, supporting briefs, and answering briefs to the Respondents exceptions. 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 judges rulings, findings,1 and conclusions as modified and to adopt the recommended Order as modified and set forth in full below.2 The judge found, and we agree, that Respondent Pinnacle Steel was an alter ego of Respondent Diverse Steel, and that these Respondents violated Section 8(a)(5) and (1) when Pinnacle failed to apply the terms of Diverses collective-bargaining agreement to its ironwork employees.3 In finding that Pinnacle and Diverse were alter egos, the judge concluded that Pinnacle ultimately became the means by which Diverse could [] continue to do business without the limitations and expenses of the Union contract and that since May 2002, Pinnacle has functioned as a disguised continuance of Diverse. We agree with those findings. The judge, however, failed to also find that Pinnacle was created for the purpose of evading the Union. Contrary to the judge, we find that the record supports a finding that one of the reasons for forming Pinnacle was to avoid Diverses contractual and statutory obligations under the Act.The Board generally will find alter ego status where two entities have substantially identical management, business purposes, operations, equipment, customers, supervision, and ownership.4 Not all of these indicia need be present, and no one of them is a prerequisite to an alter ego finding.5 Although unlawful motivation is not a necessary element of an alter ego finding, the Board also considers whether the purpose behind the creation of the alleged alter ego was to evade responsibilities under the Act.6 Where there is evidence that the second company was formed to take over the business of the firstin order to reduce its labor costs by repudiating the unions collective-bargaining agreementthe Board has found that the second company was formed with the unlawful motive of avoiding the first companys responsibilities under the Act. Midwest Precision Heating & Cooling, Inc., supra, 341 NLRB at 439.Here, the relevant facts are that Troy Noe, his wife Gwen Noe, and Gwen Noes mother, Joan Drilling, incorporated Diverse Steel in May of 1997 to perform structural steel erection, rebar installation, rigging, and machinery moving work. At all times relevant, Diverse was a member of the association of steel erector employ...See the full content of this document
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