A.J. Mechanical, Inc.

National Labor Relations Board - Administrative Judge Opinions

Jan 23, 2003

15-CA-015350 (N.L.R.B. Jan. 23, 2003)

JD(ATL)-07-03
Pensacola, FL

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UNITED STATES OF AMERICA
BEFORE THE NATIONAL LABOR RELATIONS BOARD
DIVISION OF JUDGES
ATLANTA BRANCH OFFICE

A.J. MECHANICAL, INC.,
WILLIAM A. GREENE a/k/a
ARNOLD GREENE and
CYNTHIA D. GREEN

and CASES 15-CA-15350
15-CA-15388
15-CA-15598
15-CA-15618

CARPENTERS AND MILLWRIGHTS,
LOCAL UNION # 2471, affiliated with
UNITED BROTHERHOOD OF CARPENTERS
AND JOINERS OF AMERICA

Stephen C. Bensinger, Esq.,
New Orleans, LA ,
for General Counsel.
Eric J. Holshouser, Esq.,
Jacksonville, FL,
for Respondent.

SUPPLEMENTAL DECISION

This matter was heard in Pensacola, Florida on October 30, 2002. On April 14, 2000, the
National Labor Relations Board issued a decision and order in this proceeding.1 The Order
directed Respondent A.J. Mechanical, Inc., inter alia, to make whole employees who was
unlawfully denied a pay increase; that were unlawfully laid off and not recalled; that were
unlawfully discharged; and that Respondent unlawfully refused to consider for hire and to hire;
and limited backpay2 because Respondent closed its facility without bargaining with the Union

1 330 NLRB No. 178 (2000).
2 The remedy for employees terminated by Respondent’s unlawful refusal to bargain over the effects of its
decision to close its facility, should be similar to that in Transmarine Navigation Corp., 170 NLRB 389
(1968). The Board in Transmarine directed that Respondent shall pay its employees terminated by closing
its facility, backpay “at the rate of their normal wages when last in the Respondent’s employ from 5 days
after the date of this Decision and Order until occurrence of the earliest of the following conditions: (1) the
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about the effects of its decision to close its facility. On October 23, 2000, the United States Court
of Appeals for the Eleventh Circuit entered its judgment enforcing in full the Board’s order.

A controversy having arisen over the amount of backpay due under the Board’s Order
and as to whether William A. Greene a/k/a Arnold Greene and Cynthia D. Greene are liable for
backpay,
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3 the Acting Regional Director for Region 15 on October 1, 2002, issued a compliance
specification4 and notice of hearing. The compliance specification sets forth the alleged liability
for wages and benefits of Respondents A.J. Mechanical, Inc., William A. Greene, and Cynthia D.
Greene. Although copies of the compliance specification and notice of hearing were duly served
on Respondent A.J. Mechanical, Inc. by certified mail, A.J. Mechanical, Inc. failed to answer
and A.J. Mechanical, Inc. did not appear at the hearing held in Pensacola.

The Compliance Specifications alleged that among other things, the underlying decision
directed A.J. Mechanical, Inc., to perform affirmative action including making 12 employees it
terminated in violation of Section 8(a)(1) and (3) whole for loss of pay or benefits, and making
its former employees whole because of its failure to bargain with the Union over its decision to
cease operations.

The Compliance Specification alleged that the following amounts, plus interest, are due
the following discriminatees:

James R. Adams $11,836.97
Darryl L. Henderson $ 6,613.00
Eddy Lee Jordan $ 6,410.04
William G. Krajewski $ 4,950.46
Jeremy P. McCall $ 1,797.00
Ronald W. Morrell $ 8,431.99
David J. North $ 9,093.60
John P. Schifko $ 7,734.93
Scottie B. Steele $ 2,736.40
Frank Tournabene $ 3,080.00
Matthew R. Weaver $12,913.41
Garry B. West $12,575.60

date the Respondent bargains to agreement with the Union on those subjects pertaining to the effects of the
closing of its facility on its employees; (2) a bona fide impasse in bargaining; (3) the Union’s failure to
request bargaining within 5 business days after receipt of this Decision and Order, or to commence
negotiations within 5 business days after receipt of the Respondent’s notice of its desire to bargain with the
Union; (4) the Union’s subsequent failure to bargain in good faith, but in no event shall the sum paid to
these employees exceed the amount they would have earned as wages from the date on which the
Respondent terminated its operations, to the time they secured equivalent employment elsewhere, or the
date on which the Respondent shall have offered to bargain in good faith, whichever occurs sooner;
provided, however, that in no event shall this sum be less than the employees would have earned for a 2–
week period at the rate of their normal wages when last in the Respondent’s employ.”
3 In apparent error, the third paragraph of the Compliance Specification failed to state the full nature of the
controversy regarding William A. and Cynthia D. Greene. However, the full Compliance Specification as
well as matters included in the record of the hearing, show that a matter at issue is whether the Greens
should be liable for backpay.
4 General Counsel’s motion to substitute pages in the Compliance Specification was granted during the
hearing (see ALJExh. 1 and 2).
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The Compliance Specification also alleged that net backpay in the amount of $2,992.00,
plus interest, is due to each of the following employees as a result of Respondent closing its
facility without bargaining with the Union over the effects of its decision to close:
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Abernathy, Jerry Ken Grantland, John Mayton, Deborah L. Steeverson, Gregory J.
Adams, James R.5 Green, Ronald A. Miller, George M. Stough, David A.
Adams, Timothy E. Hall, Michael W. Millins, Phillip O. Stroud, Robert K.
Baker, James B. Harper, Michael C. Millwood, Robert M. Taylor, Paul
Baker, Jason L. Harrelson, Cecil Jr. Morrell, Ronald W.6 Tournabene, Frank S.7
Barahona, Rolando L. Harrison, Robert D. Mosley, Ronald R. Tyra, Ron
Best, Tracey C. Hawthorne, James L. Nguyen, Su Van Vick, Armon R.
Black, Joel L. Henderson, Darryl L.8 Nichols, Christopher S. Walker, Christina J.
Bradshaw, Randall S. Henriquez, Juan F. Nix, Randall S. Walker, Lisa M.
Brooks, Byron S. Hicks, Kenneth S. North, David J.9 Walker, Michael
Brumley, Bradley S. Hill, Marshal D. Nunnally, Patrick E. Ward, Ivy
Caraway, Robert B. Holley, Junior Nunnally, Troy A. Ward, Tim
Cameron, Andrew Jackson, Darryl J. Odom, Curtis L. Weaver, Matthew R.10
Carnley, James C. Johnson, Glen, Jr. Odom, Jakie E. West, Garry B.11
Carnley, Sherral P. Joiner, Charles W. Owen, Cecil R. Whitson, Carl R.
Chessher, Jerry D. Jordan, Eddy Lee12 Pedicord, Brian K. Williams, Clinton S.
Chessher, Terry L. Judson, Shane P. Pennington, David E. Williams, Donald
Cleary, William R. Kirchharr, James E. Petty, Jimmy D. Willis, James R.
Cooey, Clay W. Knight, James E. Phillips, Donald W. Wolfe, Theodore D.
Copeland, Barry E. Krajewski, William G.13 Phillips, Douglas W. Woods, Kelly B.
Cowart, Douglas R. Lambert, Raymond T. Phillips, Gail A. Wynn, Edward L.
Crow, Terry C. Land, W. Roger Phillips, Jason C. Young, Cornelius L.
Davidson, Wade N. Lazar, Harry J. Raines, Mary R.
Davis, Diane W. Lee, James H. Revill, Charles W.
Dick, Richard J. Lee, Roger M. Roberts, Glenn
Durdin, Quillie Lee, Ronald W. Rodrigues, Julio Ceasa
Ellis, Pamela A. Lukkar, Mark T. Scarborough, Daniel E.
Evans, Marcus D. McCall, Jeremy P.14 Shachle, Paul F.
Ford, Christopher Madden, Stephen Schachle, Vincent C.
Foster, Aaron D. Maddox, Frankie Schifko, John P.15
Graham, Luther Mason, John W. Shields, Douglas A.
Graham, Marvin Maxson, Dennis M. Steele, Scottie B.16

5 This is in addition to the $11,836.97 Adams is entitled to as a discriminatee under Section 8(a)(1) and (3).
6 This is in addition to the $8,431.99 Morrell is entitled to as a discriminatee under Section 8(a)(1) and (3).
7 This is in addition to the $3,080.00 Tournabene is entitled to as a discriminatee under Section 8(a)(1) and (3).
8 This is in addition to the $6,613.00 Henderson is entitled to as a discriminatee under Section 8(a)(1) and (3).
9 This is in addition to the $9,093.60 North is entitled to as a discriminatee under Section 8(a)(1) and (3).
10 This is in addition to the $12,913.41 Weaver is entitled to as a discriminatee under Section 8(a)(1) and (3).
11 This is in addition to the $12,575.60 West is entitled to as a discriminatee under Section 8(a)(1) and (3).
12 This is in addition to the $6,410.04 Jordan is entitled to as a discriminatee under Section 8(a)(1) and (3).
13 This is in addition to the $4,950.46 Krajewski is entitled to as a discriminatee under Section 8(a)(1) and (3).
14 This is in addition to the $1,797.00 McCall is entitled to as a discriminatee under Section 8(a)(1) and (3).
15 This is in addition to the $7,734.93 Schifko is entitled to as a discriminatee under Section 8(a)(1) and (3).
16 This is in addition to the $2,736.40 Steele is entitled to as a discriminatee under Section 8(a)(1) and (3).
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As shown above, A.J. Mechanical, Inc. did not answer the compliance specifications and
it did not appear at the hearing. General Counsel’s motion for a finding that A.J. Mechanical,
Inc., admitted the pleadings in the Compliance Specifications was granted.
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The remaining issues deal with whether William A. Greene and Cynthia D. Greene17 are
liable for back wages. General Counsel contended that the applicable principles are those which
were applied in White Oak Coal Co., Inc., 318 NLRB 732 (1995). There, the Board concluded
that the corporate veil may be pierced when (1) the shareholder and corporation have failed to
maintain separate identities; and (2) adherence to the corporate structure would sanction a fraud,
promote injustice, or lead to an evasion of legal obligations.

The record evidence:

A.J. Mechanical, Inc. was a corporation and its only shareholders were William A.
Greene and James Sanders.18 Several witnesses including William A. Greene and Cynthia D.
Greene testified during the hearing.19

A union organizing campaign started among the A.J. Mechanical, Inc. employees and a
representation petition was filed with the NLRB in early 1999. Several unfair labor practice
charges were filed against A.J. Mechanical, Inc. beginning in May 1999.

William A. Greene testified that in 1999 A.J. Mechanical, Inc. was in the process of
dissolving.20 He testified that he made the decision to dissolve the corporation sometime late
1998. Among other things A.J. Mechanical agreed in a written resolution to meet its debts. As to
vendors of its equipment and consumable supplies, A.J. Mechanical paid those bills. William A.
Greene admitted that he has not paid anything on the unfair labor practice charges or the
complaint or judgment that eventually resulted from the unfair labor practice charges.

A.J. Mechanical, Inc. held a public auction of September 11. The announcement of that
auction indicated it was a complete liquidation. William Greene admitted that he attached the
following note to that announcement and mailed the announcement and the note to the NLRB
about September 13, 1999:

This sale was made possible by Millwright Local 2471 and The National Labor Relations
Board. Both parties should feel very proud of their efforts in putting a small independent
contractor out of business and costing a lot of people a chance to make a decent living.

William A. Greene testified that A.J. Mechanical21 was incorporated in Florida and that

17 Respondents William A. Greene is sometimes referred to as Arnold Greene.
18 James Sanders is referred to as Jim Sanders in the underlying Board decision (330 NLRB No. 178 (2000)).
19 Additionally, I received transcripts of earlier testimony and accompanying exhibits of William A. Greene,
Cynthia D. Greene and others.
20 A.J. Mechanical worked on a turbine project in Pensacola, Florida from October 1998.
21 A.J. Mechanical is sometimes referred to as the corporation.
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he and James Sanders were each 50% owners (shareholders). Both he and James Sanders paid
working capital to start up the corporation.22 The corporation was dissolved through a joint
meeting of the stockholders on December 2, 1999. Greene testified that he and James Sanders
met with the corporation’s attorney to discuss dissolution on July 6, 1999. He testified the
corporation was directed to close its Pensacola, Florida job by June 25, 1999 at 4:00 p.m.
However, according to Greene, A.J. Mechanical acquired a 2 month contract with Enron to finish
up that Pensacola job and the corporation completed that work in about four or five weeks after
June 25.
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Greene testified that he loaned money to A.J. Mechanical and that the corporation never
loaned money to him. A.J. Mechanical had its own separate credit cards and Greene never
charged personal items to those company credit cards. He used his own funds to make incidental
expense payments occasionally on behalf of the corporation but he was reimbursed for those
payments. Both William A. Greene and James Sanders had A.J. Mechanical trucks. Greene’s
truck was leased to him but the corporation made the lease payments. Greene testified that he
used the truck for business.

William A. Greene testified that he normally deposited all funds received from the
corporation in his joint checking account. He and his wife Cynthia D. Greene shared that
checking account. That and their other assets including home, automobiles and investments are
all shared. The funds he received from the corporation dissolution were also shared between
William A. and Cynthia D. Greene.

Cynthia D. Greene23 testified that she formerly worked as a mechanic for A.J.
Mechanical. She did some part-time bookkeeping and clerical work for the corporation in 1998
and 1999 and was not paid for that work. She wrote checks for bill payment but she normally did
not write checks for shareholder distributions. However, she did write one check for shareholder
distribution at the direction of her husband. Cynthia Greene testified that none of the shareholder
distribution checks were made out to her. She testified that she never discussed the unfair labor
practice proceedings with her husband.

It is not disputed that William A. Greene as well as James Sanders, received cash
distributions from A.J. Mechanical beginning on February 16, 1999. Those distributions to
William A. Greene24 were as follows:

February 16, 1999 $225,000.00
February 24, 1999 $50,000.00
March 5, 1999 $100,000.00
March 26, 1999 $100,000.00
April 13, 1999 $100,000.0025

22 Respondent pointed out that Greene and Sanders each paid in approximately $20,000.00 in working capital
when A.J. Mechanical was formed in 1993 (Tr. 86, 100, GCExh. 11(a), p. 35).
23 Respondent pointed out that Cynthia Greene was never an officer, director or shareholder of A.J.
Mechanical.
24 Except as specifically noted, James Sanders received the same amounts on the same dates noted for
Greene.
25 Sanders did not receive a distribution on April 13. He did receive a $100,000.00 distribution on April 16,
1999.
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April 21, 1999 $ 250,000.00
April 22, 1999 $300,000.0026
June 10, 1999 $500,000.00
November 4, 1999 $217,500.0027
December 2, 1999 $16,345.7328

TOTAL DISTRIBUTION $1,858,845.7329

Ralph Carr testified that he was employed as an inspector deputy United States Marshal
in July 2001. He went to the home of Arnold and Cynthia Greene in order to serve a subpoena.
As Carr approached he noticed that Greene was manually cutting wood on a horizontal band
saw. Carr saw Greene manually lay one board on a tractor with forklifts after cutting it with the
saw.
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Carr approached Arnold Greene at the back of Greene’s house and identified himself.
Greene identified himself as Mr. Woodcutter. Subsequently Greene admitted that he was Arnold
Greene. Carr then returned to Greene’s house where Cynthia Greene accepted the subpoena after
being told by Arnold Greene to take the paper.

Sue Crochet is a field examiner with the NLRB in New Orleans. She worked on a
representation case involving A.J. Mechanical. On April 21, 1999 she phoned William A.
Greene. Crochet asked Greene if A.J. Mechanical would recall laid off employees. Greene
replied that most of the people that would be recalled would not be union people, because they
only cause trouble. Greene said that he was going to fight to the bitter end and he did not want an
election. Greene said that the Department of Labor was against him. He said that he could move
the job, that the job was portable, that he didn’t need any union people. Greene said that he could
shut down the business and sell it.

Annie Archie is the compliance officer with the New Orleans regional office of the
NLRB. Archie testified to the accuracy of the Compliance Specification computations.

Conclusions:

Credibility:

William A. Greene testified in the October 30 hearing. Additionally, earlier testimony by
Greene was admitted in evidence.

26 Sanders did not receive a distribution on April 22. He did receive a $300,000.00 distribution on April 23,
1999.
27 Sanders did not receive a distribution on November 4. He did receive a $217,500.00 distribution on
November 5, 1999.
28 Sanders did not receive a distribution on December 2. He did receive a $16,345.73 distribution on
December 6, 1999.
29 James Sanders also received a total distribution of $1,858,845.73.
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Former inspector deputy U.S. Marshall, Ralph Carr, testified without rebuttal that Greene
misrepresented himself to Carr after Carr identified himself to Greene. Greene initially identified
himself as Mr. Woodcutter but subsequently admitted to Carr that he was Arnold Greene.

Moreover, there was testimony by William A. Greene that could have been corroborated
by others including his former business associate James Sanders. Arnold Greene admitted that
James Sanders was in the hearing room during his testimony. Among other things, Greene
testified that he and Sanders decided in late 1998, to wind up the A.J. Mechanical, Inc. business
after their existing contract. That testimony was seriously contested by among other things,
evidence that the corporate business was not terminated after the late 1988 contract (see below).
Additionally Greene admitted there was no existing documentary evidence of that meeting and
decision. Nevertheless, Sanders was not called to corroborate Greene.
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Additionally, a transcript of earlier testimony by Greene during a representation case
hearing was admitted in evidence. Greene testified on May 6, 1999. There he testified among
other things, that his Pensacola contract that existed from November 1998 had ended about 2
months before his May 1999 testimony when Turbine Technologies was removed from the
project. When Turbine Technologies was removed from the project A.J. Mechanical, Inc.
contracted with IBC Turbo. That contract lasted until the end of April 1999 and on May 1, 1999
A.J. Mechanical, Inc. started a third contract. That one was with Enron and the job, as both jobs
before, was located at Pensacola docks. Greene testified the Enron job was scheduled to end at
7:00 o’clock on the day after the May 6 hearing.

William A. Greene’s testimony during the instant hearing conflicted with his testimony on May
6, 1999. For example, Greene testified that he received a fax from IBC Turbo directing him to
close their Pensacola job by June 25, 1999. At the May 1999 hearing Greene testified the IBC
Turbo contract was completed at the end of April and that he started another contract with Enron
on May 1, 1999. He also testified in the instant hearing that he acquired a two-month contract
with Enron after the IBC Turbo job ended on June 25. That conflicted with his May 6, 1999
testimony that he started the Enron contract eight or nine days before that hearing.

Nevertheless, it is apparent under either of Greene’s version of events that A.J.
Mechanical, Inc. entered into at least two additional contracts after the end of 1998. That does
not square with Greene’s testimony to the effect that he and James Sanders decided in late 1998
to dissolve A.J. Mechanical at the completion of the then existing contract.

Additionally, there is evidence that conflicts with Greene’s testimony that he and Sanders
decided to dissolve A.J. Mechanical, Inc. before he learned the employees were involved in
Union organizing activity. For example, Greene admitted30 that he mailed a copy of the
announcement of the public auction of A.J. Mechanical, Inc. property, to the NLRB along with a
pasted note stating:

This sale was made possible by Millwright Local 2471 and The National Labor Relations
Board. Both parties should feel very proud of their efforts in putting a small independent

30 Greene evaded Counsel for General Counsel’s question of did he mail GCExh. 10 to the NLRB regional
office by answering “I may have” on several occasions. Eventually after the administrative law judge asked
whether he recalled mailing the document, Greene admitted that he had mailed the document.
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contractor out of business and costing a lot of people a chance to make a decent living.
(GCExh. 10)

That note by Greene showed that he felt both the Union and the NLRB were at fault in
the dissolution of the corporation. Even thought Greene testified that he above statement was
untrue, several matters are apparent. One, Greene testified in conflict with his note to the NLRB.
Two, at one time Greene held out that the Union, as well as the NLRB, caused the demise of the
corporation. Three, there is a serious doubt surrounding Greene’s testimony that he and Sanders
decided to dissolve the corporation before learning of the employees’ Union organizing
activities.
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In view of all the above, the full record and Greene’s demeanor, I find that Greene was
not credible. I shall not credit any of his testimony, except that which other, credited, evidence
corroborates or that which constitutes an admission against interest.

Findings:

Counsel for General Counsel argued that the compliance specifications were proven in
regard to gross backpay, interim earnings and interim expenses. In regard to Respondent A.J.
Mechanical, Inc., General Counsel’s motion to the effect that A.J. Mechanical, Inc. be deemed to
have admitted the pleadings and for judgment against A.J. Mechanical, Inc., was granted during
the October 30, 2002 hearing. As to Respondents William A. Greene and Cynthia Greene,
General Counsel’s motion for a finding that William A. Greene and Cynthia Greene admitted the
Compliance Specifications gross backpay pleadings and precluding receipt of evidence disputing
gross backpay, was also granted at the hearing.31 Additionally, the compliance specifications
when coupled with the Greenes’ answer and the full record proved the interim earnings and
interim expenses.32

The Compliance Specifications included allegations that William A. Greene and Cynthia
D. Greene are jointly and severally liable for backpay to the same extent as Respondent A.J.
Mechanical, Inc.

Respondent argued that where, as here, a newly added party was not shown to be an alter
ego, successor or single employer at the time of the service of the initial unfair labor practice
complaint and underlying proceedings, that party is not afforded due process because the party’s
individual interests were not represented in those proceedings (Viking Indus. Sec., Inc. v.
NLRB, 225 F.3d 131, 134 (2nd Cir. 2000)). In that regard, the record shows that neither William
A. Greene nor Cynthia D. Greene, were alleged as party in the unfair labor practice proceeding
before issuance of the Compliance Specification.

Viking Indus. Sec., Inc. v. NLRB involved an issue of derivative liability based a single
employer theory. Two corporations, Viking New York and Viking New Jersey, were formed and
operated as a single business for a time. At some time in 1988 or 1989, the two corporations split

31 The Greene’s answer to the compliance specification formed the basis for Counsel for General Counsel’s
motion and the order granting that motion (Tr. 19; GCExh. 2).
32 Including especially the testimony and supporting documentation, of Compliance Officer Annie B. Archie.
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into two separate businesses. Before the split Viking New York unlawfully fired an employee,
Marrero, on September 23, 1989, because of his protected conduct. An unfair labor practice
complaint issued on December 29, 1989 alleging only that Viking New York engaged in
unlawful conduct by among other things, discharging Marrero. When a compliance specification
issued on July 2, 1994, Viking New Jersey was added for the first time and it was alleged that
Viking New York and Viking New Jersey constituted a single employer. The Court denied
enforcement against Viking New Jersey. It held that in “order for Viking New Jersey to be bound
by an unfair labor practice proceeding brought only against Viking New York, the affiliation
between the two companies must be shown to have existed at the time of the proceeding, or at
least at the time that the complaint was served.”
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Here, there is no question as to whether the Greenes severed their ties with A.J.
Mechanical, Inc. at some time before the unfair labor practice proceedings or before the
complaint was served. William A. Greene and James Sanders were the only stockholders
throughout the existence of A.J. Mechanical, Inc. Each held 50% of the stock. Here, the question
is not one of due process but one of whether there ever was a corporate entity that should provide
protection for the Greenes against a finding of liability. That question was considered in White
Oak Coal Co., 318 NLRB 732, 734 (1995)33 where the Board considered the principle of
“piercing the corporate veil.”34

The Board stated the precedent relied on by the administrative law judge in White Oak
Coal Co. did not properly resolve the personal liability issue. Instead, the Board decided to adopt
the 10th Circuit Court’s two-pronged analytical framework for piercing the corporate veil in
NLRB v. Greater Kansas City Roofing.35 The corporate veil may be pierced when: (1) the
shareholder and corporation have failed to maintain separate identities, and (2) adherence to the
corporate structure would sanction a fraud, promote injustice, or lead to an evasion of legal
obligations.

The Board stated in White Oak Coal, when “assessing the first prong to determine
whether the shareholders and the corporation have failed to maintain their separate identifies, we
will consider generally (a) the degree to which the corporate legal formalities have been
maintained, and (b) the degree to which individual and corporate funds, other assets, and affairs
have been commingled. Among the specific factors we will consider are: (1) whether the
corporation is operated as a separate entity; (2) the commingling of funds and other assets; (3)
the failure to maintain separate corporate records; (4) the nature of the corporation’s ownership
and control; (5) the availability and use of corporate assets, the absence of same, or under
capitalization; (6) the use of the corporate form as a mere shell, instrumentality or conduit of an
individual or another corporation; (7) disregard of corporate legal formalities and the failure to
maintain an arm’s-length relationship among related entities; (8) diversion of the corporate funds
or assets to noncorporate purposes; and in addition (9) transfer or disposal of corporate assets
without fair consideration.” (318 NLRB 732, 735)

33 See also Reliable Electric Company, 330 NLRB No. 111 (2000).
34 Respondent argued that the General Counsel has not shown that the corporate veil should be pierced as
required in White Oak Coal Co., 318 NLRB 732, 734 (1995).
35 NLRB v. Greater Kansas City Roofing, 2 F.3d 1047 (10th Cir. 1993), denying enf. In pertinent part of 305
NLRB 720 (1991)
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Here, as to (1) there were no records of corporate meetings such as meetings of the
shareholders, the Board of Directors or officers, with the exception of the December 2, 1999
meeting to dissolve the corporation. There was no evidence of corporate decision-making. In fact
the evidence revealed that the two shareholders made individual decisions on a job or shift
without consulting the other shareholder when either Greene or Sanders, respectively, was
directly involved in a particular job or shift. That applied regardless of whether the decision-
maker was William A. Greene or James Sanders. As to (2) the funds and assets were
commingled. The owners made loans to the corporation without documentation. Assets including
pickup trucks were treated as individual property. Sanders’s pickup truck was titled in his name
and Greene’s pickup was leased to him. However, the corporation paid for both trucks.
Regarding (3), A.J. Mechanical, Inc. did not routinely maintain separate corporate records such
as minutes of corporate meetings or records of loans to the corporation. As to (5), A.J.
Mechanical was under capitalized from its initiation and its payroll was satisfied through
undocumented loans from its shareholders. Regarding (6) the evidence showed that at most, A.J.
Mechanical, Inc. was a partnership between Sanders and Greene. As to (7) there was an almost
complete disregard of corporate legal formalities until December 2, 1999 when Sanders and
Greene met to dissolve the corporation. As shown herein a representation petition was filed and a
hearing was held on May 6, 1999. Unfair labor practices were filed against A.J. Mechanical, Inc.
on May 24, June 11, 16, and 26, August 30, October 28 and November 12, 1999. Therefore, the
only documented corporate meeting occurred after Greene and Sanders knew of the employees’
Union organizing activity.
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In regard to (8) and (9), as shown herein, corporate funds were diverted to Greene and
Sanders.

There was no showing of fair consideration for distribution of the corporate funds to
Greene and Sanders. Instead, as shown herein, there were outstanding unfair labor practice
charges pending from May 24, 1999. After that date Greene and Sanders each received
$733,845.73 from the corporation. After December 2, 1999 the corporation had no money to
distribute to creditors, shareholders or anyone else.

The Board in White Oak Coal Co., Inc., also stated:

When “assessing the second prong, we must determine whether adhering to the
corporate form and not piercing the corporate veil would permit a fraud, promote
injustice, or lead to an evasion of legal obligations. The showing of inequity necessary to
warrant the equitable remedy of piercing the corporate veil must flow from misuse of the
corporate form. Further, the individuals charged personally with corporate liability must
be found to have participated in the fraud, injustice, or inequity that is found. (318 NLRB
732, 735)

The evidence showed that all the A.J. Mechanical assets were distribution to William A.
Greene and James Sanders. Greene, Sanders and their spouses simply wrote checks for the
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distribution of the assets. Greene and, except as noted with a footnote, Sanders, received funds as
noted herein:

February 16, 1999 $225,000.00 April 21, 1999 $ 250,000.00
February 24, 1999 $50,000.00 April 22, 1999 $300,000.0036
March 5, 1999 $100,000.00 June 10, 1999 $500,000.00
March 26, 1999 $100,000.00 November 4, 1999 $217,500.0037
April 13, 1999 $100,000.0038 December 2, 1999 $16,345.7339

The evidence is undisputed that William A. and Cynthia D. Greene as husband and wife,
shared equally in the funds distributed by A.J. Mechanical, Inc. By applying the two-pronged
analytical framework, I recommend that the corporate veil be pierced and that William A.
Greene and Cynthia D. Greene are jointly and severally liable for the remedial and backpay
obligations of A.J. Mechanical, Inc. The Greenes have disregarded the separate identifies of their
corporate alter ego, A.J. Mechanical, Inc. Adherence to the corporate form would result in
injustice and would lead to an evasion of legal obligations.
5
10
15
20
25
30

40

Moreover, as shown in the Board decision in the underlying unfair labor practice case,41
William A. Greene personally engaged in action in violation of the National Labor Relations Act
by threatening employees on December 20 and 23, 1998, and January 28, 1999 that he would
shut down the job and reopen using employees who did not support the Union; by threatening
employees that he would move its business if the employees did not cease their activities on
behalf of the Union; by threatening employees in April and on May 6, 1999 with a loss of
benefits if they selected the Union as their bargaining representative; and on January 16, 1999 he
discarded numerous applications because those applications indicated support for the Union.

Moreover, as shown above, Sue Crochet is a field examiner with the NLRB in New
Orleans. On April 21, 1999 she phoned William A. Greene. Crochet asked Greene if A.J.
Mechanical would recall laid off employees. Greene replied that most of the people that would
be recalled would not be union people, because they only cause trouble. Greene said that he was
going to fight to the bitter end and he did not want an election. Greene said that the Department
of Labor was against him. He said that he could move the job, that the job was portable, that he
didn’t need any union people. Greene said that he could shut down the business and sell it.

By their actions the Greenes along with James Sanders, engaged in blurring the separate
corporate entity of A.J. Mechanical, Inc. and their misuse of the corporate assets and form, is
unfair, unjust, and has resulted in an evasion of A.J. Mechanical’s remedial and backpay
obligations for unfair labor practices that William A. Greene and others, committed.

36 Sanders did not receive a distribution on April 22. He did receive a $300,000.00 distribution on April 23, 1999.
37 Sanders did not receive a distribution on November 4. He did receive a $217,500.00 distribution on November 5,
1999.
38 Sanders did not receive a distribution on April 13. He did receive a $100,000.00 distribution on April 16, 1999.
39 Sanders did not receive a distribution on December 2. He did receive a $16,345.73 distribution on December 6,
1999.
40 White Oak Coal Co., Inc., 318 NLRB 732 (1995).
41 A.J. Mechanical, Inc., 330 NLRB No. 178 (2000).
11
JD(ATL)-07-03

I find the allegations contained in the Compliance Specifications are true and I
recommend that the Respondents A.J. Mechanical, Inc., William A. Greene and Cynthia D.
Greene be ordered to pay these amounts to the below listed employees, plus interest accrued to
the date of payment.
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10

ORDER

The Respondents A.J. Mechanical, Inc., and its alter egos and/or successors William A.
Greene and Cynthia D. Greene, their officers, agents, successors and assigns, shall make whole
the following individuals by paying each of them the sum of set forth opposite their name, plus
interest minus tax withholdings, if any, required by Federal and state laws:

James R. Adams $14,828.97
Darryl L. Henderson $ 9,605.00
Eddy Lee Jordan $10,014.04
William G. Krajewski $ 7,942.46
Jeremy P. McCall $ 4,789.00
Ronald W. Morrell $11,423.99
David J. North $12,055.6042
John P. Schifko $10,726.93
Scottie B. Steele $ 5,728.40
Frank Tournabene $ 6,072.00
Matthew R. Weaver $15,201.41
Garry B. West $15,567.60

The Respondents A.J. Mechanical, Inc., and its alter egos and/or successors William A.
Greene and Cynthia D. Greene, their officers, agents, successors and assigns, shall make whole
the following individuals by paying each of them the sum of $2,992.00, plus interest minus tax
15
withholdings, if any, required by Federal and state laws:

Abernathy, Jerry Ken Henriquez, Juan F. Phillips, Douglas W.
Adams, Timothy E. Hicks, Kenneth S. Phillips, Gail A.
Baker, James B. Hill, Marshal D. Phillips, Jason C.
Baker, Jason L. Holley, Junior Raines, Mary R.
Barahona, Rolando L. Jackson, Darryl J. Revill, Charles W.
Best, Tracey C. Johnson, Glen, Jr. Roberts, Glenn
Black, Joel L. Joiner, Charles W. Rodrigues, Julio Ceasa
Bradshaw, Randall S. Judson, Shane P. Scarborough, Daniel E.
Brooks, Byron S. Kirchharr, James E. Shachle, Paul F.
Brumley, Bradley S. Knight, James E. Schachle, Vincent C.
Caraway, Robert B. Lambert, Raymond T. Shields, Douglas A.
Cameron, Andrew Land, W. Roger Steeverson, Gregory J.

42 Counsel for General Counsel pointed out at footnote 11 of his brief, that the specifications contain an
arithmetic error showing David J. North with interim earnings of $6,872.40 when those interim earnings
should correctly be $8,216.40. Therefore, North’s net entitlement should be as shown above rather than the
$10,407.60 plus $2,992.00 ($13,399.60) shown through the compliance specification.
12
JD(ATL)-07-03

Carnley, James C. Lazar, Harry J. Stough, David A.
Carnley, Sherral P. Lee, James H. Stroud, Robert K.
Chessher, Jerry D. Lee, Roger M. Taylor, Paul
Chessher, Terry L. Lee, Ronald W. Tyra, Ron
Cleary, William R. Lukkar, Mark T. Vick, Armon R.
Cooey, Clay W. Madden, Stephen Walker, Christina J.
Copeland, Barry E. Maddox, Frankie Walker, Lisa M.
Cowart, Douglas R. Mason, John W. Walker, Michael
Crow, Terry C. Maxson, Dennis M. Ward, Ivy
Davidson, Wade N. Mayton, Deborah L. Ward, Tim
Davis, Diane W. Miller, George M. Whitson, Carl R.
Dick, Richard J. Millins, Phillip O. Williams, Clinton S.
Durdin, Quillie Millwood, Robert M. Williams, Donald
Ellis, Pamela A. Mosley, Ronald R. Willis, James R.
Evans, Marcus D. Nguyen, Su Van Wolfe, Theodore D.
Ford, Christopher Nichols, Christopher S. Woods, Kelly B.
Foster, Aaron D. Nix, Randall S. Wynn, Edward L.
Graham, Luther Nunnally, Patrick E. Young, Cornelius L.
Graham, Marvin Nunnally, Troy A.
Grantland, John Odom, Curtis L.
Green, Ronald A. Odom, Jakie E.
Hall, Michael W. Owen, Cecil R.
Harper, Michael C. Pedicord, Brian K.
Harrelson, Cecil Jr. Pennington, David E.
Harrison, Robert D. Petty, Jimmy D.
Hawthorne, James L. Phillips, Donald W.

Dated at Washington, DC

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10

______________________________________
Pargen Robertson
Administrative Law Judge

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