Crossroads Electric, Inc.

National Labor Relations Board - Board Decisions

Dec 20, 2004

343 N.L.R.B. 1502 (N.L.R.B. 2004)

DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
343 NLRB No. 112
1502
Crossroads Electric, Inc., and its alter ego Greer and
Associates Electrical, Inc. and International
Brotherhood of Electrical Workers, Local Union
429, AFL–CIO, CLC. Case 26–CA–21574
December 20, 2004
DECISION AND ORDER
BY CHAIRMAN BATTISTA AND MEMBERS LIEBMAN
AND SCHAUMBER
On September 1, 2004, Administrative Law Judge
George Carson II issued the attached decision. The Re-
spondent filed exceptions and a supporting brief, and the
General Counsel filed an answering brief to the Respon-
dent’s exceptions.
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 conclusions2
and to adopt the recommended Order.
ORDER
The National Labor Relations Board adopts the rec-
ommended Order of the administrative law judge and
orders that the Respondent, Crossroads Electric, Inc., and
its alter ego Greer and Associates Electrical, Inc., Nash-
ville, Tennessee, its officers, agents, successors, and as-
signs, shall take the action set forth in the Order.
Rosalind Eddins, Esq., for the General Counsel.
Bruce E. Buchanan and Michael D. Oesterle, Esqs., for the
Respondent Greer and Associates Electrical, Inc.
Micheal Thomas, for the Respondent Crossroads Electric, Inc.
Michael Bearden and Sue D. Gunter, Esq. (on brief), for the
Charging Party.

1 The Respondent has 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 preponderance
of all the relevant evidence convinces us that they are incorrect. Stan-
dard 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.
2 Chairman Battista agrees with former Chairman Hurtgen’s view
that the General Counsel must show, inter alia, an intent to avoid legal
obligations under the Act in order to prove alter ego status. Fallon-
Williams, Inc., 336 NLRB 602, 606 (2001). As the judge found, the
General Counsel met that burden in the present case.
Member Schaumber agrees that substantial evidence supports the
judge’s finding of alter ego status, including an intent to evade the
obligations of Crossroads’ 8(f) agreement with the Union, and finds it
unnecessary to rely on either the judge's inference that Greer and Asso-
ciates had no need for working capital because the Randolphs’ (Greer’s
in-laws) “bankroll” was “behind it,” or the judge’s inference “that the
approach made by Greer to Billy [sic] Cole for working capital was
intended to obfuscate the plan that Thomas would join Greer and Asso-
ciates.”
DECISION
STATEMENT OF THE CASE
GEORGE CARSON II, Administrative Law Judge. This case
was tried in Nashville, Tennessee, on July 14 and 15, 2004,
pursuant to a complaint that issued on April 30, 2004, follow-
ing the filing of the charge in this case on February 20, 2004.
The complaint alleges that Greer and Associates Electrical,
Inc., is the alter ego of Crossroads Electric, Inc., and that it
violated Section 8(a)(5) of the National Labor Relations Act by
failing to honor the terms of the collective-bargaining agree-
ment between Crossroads and the Union. The Respondents’
answers deny all violations of the Act. I find that Greer and
Associates is the alter ego of Crossroads and did fail to honor
the terms of the collective-bargaining agreement.1
On the entire record, including my observation of the de-
meanor of the witnesses, and after considering the briefs filed
by the General Counsel, the Charging Party, and the Respon-
dent Greer and Associates, I make the following
FINDINGS OF FACT
I. JURISDICTION
The Respondent, Crossroads Electric, Inc, Crossroads, a cor-
poration, was formerly engaged in electrical construction work
from its facility in Nashville, Tennessee. Crossroads, in con-
ducting its business, annually provided services valued in ex-
cess of $50,000 to enterprises engaged in interstate commerce.
Crossroads admits, and I find and conclude, that it is an em-
ployer engaged in commerce within the meaning of Section
2(2), (6), and (7) of the Act.
The Respondent, Greer and Associates Electrical, Inc. (Greer
and Associates), is a corporation engaged in electrical construc-
tion work from its facility in Nashville, Tennessee. Greer and
Associates, in conducting its business, annually provides ser-
vices valued in excess of $50,000 to enterprises engaged in
interstate commerce. Greer and Associates admits, and I find
and conclude, that it is an employer engaged in commerce
within the meaning of Section 2(2), (6), and (7) of the Act.
The Respondents admit, and I find and conclude, that Inter-
national Brotherhood of Electrical Workers, Local Union 429,
AFL–CIO, CLC, the Union, is a labor organization within the
meaning of Section 2(5) of the Act.
II. ALLEGED UNFAIR LABOR PRACTICES
A. Overview
Crossroads was established in 1997 and was owned initially
by Billy Randolph, Thomas Greer, and Micheal Thomas.2
Billy Randolph is married to Barbara Randolph, the sister of
Micheal Thomas. Stacey Greer, wife of Thomas Greer, is the
daughter of Billy and Barbara Randolph. Stacey Greer per-
formed secretarial functions for Crossroads. Barbara Randolph

1 In view of this finding, it is unnecessary to address the complaint
allegation that Crossroads and Greer and Associates are a single em-
ployer. See Johnston Corp., 313 NLRB 170 (1993).
2 Counsel for Respondent Greer notes that Micheal is the correct
spelling of the first name of Thomas. It will be correctly spelled in this
decision; however, it is misspelled throughout the transcript and upon
various official documents.
CROSSROADS ELECTRIC, INC. 1503
kept the books for Crossroads. In 1997, Crossroads agreed to be
bound by the terms of the collective-bargaining agreement
between the Union and the National Electrical Contractors
Association. The current agreement is effective from Septem-
ber 1, 2001, through August 31, 2005. Crossroads ceased oper-
ating in late 2003.
Greer and Associates was incorporated by Thomas Greer on
July 22, 2003.3 Greer resigned from Crossroads on August 18,
and began operating Greer and Associates. Stacey Greer per-
forms secretarial functions for Greer and Associates. Barbara
Randolph keeps the books. Micheal Thomas was elected vice
president of Greer and Associates on December 29, and became
coowner of Greer and Associates on January 1, 2004. The
complaint alleges that the Union, verbally on February 6, 2004,
and in writing on February 19, 2004, requested that Greer and
Associates recognize the Union. Greer and Associates’ answer
admits that, by letter dated March 5, 2004, it “informed the
Union . . . that it did not recognize the Union as the exclusive
collective bargaining representative of its employees.”
The complaint alleges that Greer and Associates is the alter
ego of Crossroads. As discussed, there are multiple interlocking
family relationships among the principals of both corporations
and various financial transactions between those family mem-
bers and both corporations. In late 2003, Greer and Associates
began operating out of the facility located at 2003A Gladstone
Avenue that had formerly been the facility of Crossroads.
B. The Alter Ego Issue
1. Facts
Crossroads was owned initially, jointly by Billy Randolph,
Thomas Greer, and Micheal Thomas. Minutes of a board of
directors meeting on January 26, 2001, reflect that it was
agreed that Billy Randolph could cut back to working 3 days a
week. Minutes of a board of directors meeting on March 1,
2002, reflect that Billy Randolph “has decided to sale [sic] his
shares in Crossroads Electric” to Micheal Thomas and Thomas
Greer. Respondent Greer, citing minutes of a meeting on Au-
gust 31, which reflect that Billy Randolph “decided to take
early retirement” and signed his stock back to the company on
August 31, argues that Randolph continued to be an owner after
March 1, 2002. I give no credence to the representation in those
minutes. The schedule K-1 attachments to the 2003 income tax
return of Crossroads reflect that Thomas and Greer each owned
50 percent of Crossroads, and each was allocated 50 percent of
its $12,328 loss in 2003. Billy Randolph did not testify.
The minutes of the March 1, 2002 meeting further report
that, on Billy Randolph’s sale of his stock, Crossroads ap-
pointed new officers. Thomas remained president, Greer was
appointed vice president, and Barbara Randolph was appointed
secretary/treasurer. The foregoing, although inconsistent with
the answer filed by Crossroads which admits that Billy
Randolph was vice president and Greer was secretary/treasurer
of Crossroads, is consistent with the minutes of the board of
directors dated August 1, which reflect that “Thomas R. Greer
decided to resign from Crossroads as [of] August 1, 2003. Bar-
bara A. Randolph decided to resign as Secretary and Treas-

3 All dates are in 2003 unless otherwise indicated.
ure[r] of Crossroad[s] Electric as of August 1, 2003. The resig-
nation[s] were accepted.” The minutes also reflect that, on that
date, Crossroads “decided to sell” to Thomas Greer “Truck and
Equipment” for which Greer would pay “$750 a month plus
interest for 60 months[s]”
Notwithstanding the August 1 resignation of Thomas Greer,
minutes of a board of directors meeting on August 18, report
that Greer resigned on August 18, 2003, and, on that date,
signed his shares of stock back to the corporation, “relieving
him of all obligation[s] of Crossroads Electric, Inc.”
Following his resignation on August 18, Greer began operat-
ing Greer and Associates out of his home. On September 1, he
leased a small office in a building located at 2803A Foster
Avenue. In November he moved to the former Crossroads facil-
ity on Gladstone Avenue.
Thomas Greer, at Crossroads, was chiefly responsible for the
day-to-day progress on jobs that the company was performing.
He was “going out and checking the jobs, you know, out in the
field, pretty much.” Micheal Thomas spent 80 percent or more
of his time in the office, making estimates and preparing bids.
Billy Randolph, who it had been agreed could work 3 days a
week and who had sold his interest in Crossroads in March
2002, also was an estimator for Crossroads. When Thomas
Greer began operating Greer and Associates, he made esti-
mates, submitted bids, and also supervised. After January 1,
when Micheal Thomas became coowner, Thomas began per-
forming the estimating and bidding work and Greer supervised
the work in the field, the same division of labor as had existed
at Crossroads. Thus, the direct supervision of employees at both
companies was by Greer. When President of Crossroads Tho-
mas signed personnel documents. As president of Greer and
Associates, Greer has that responsibility.
Greer and Associates, like Crossroads, performs electrical
work. When asked whether there was any difference in the
work performed by Crossroads and Greer and Associates,
Micheal Thomas testified, “All electrical companies perform
the same type of work.” Employee Preston Jackson, who for-
merly was employed by Crossroads and is now employed by
Greer and Associates, confirmed that the two companies per-
form the same type of work, specifically including electrical
installations for small restaurants. In the Nashville area, all
electrical contractors obtain their supplies from the same elec-
trical warehouses. As subcontractors for commercial work,
electrical contractors bid the jobs obtained by general contrac-
tors. Thomas Greer testified that Greer and Associates had
submitted bids to general contractors to which Crossroads had
not submitted bids, but also bids jobs with the same general
contractors as Crossroads. Crossroads had established itself as
an electrical contractor capable of meeting and fulfilling the
specifications for the construction of small restaurants such as
Ruby Tuesday and McDonald’s in metropolitan Nashville and
Davidson and Williamson counties. Greer and Associates has
performed similar subcontracts in the same area including elec-
trical installations for Pizza Hut and Jim & Nick’s Barbecue.
On August 18 and 19, Thomas Greer submitted bids for
work on behalf of Greer and Associates with his home address
on the bid. On November 7, Greer submitted a bid to Cole Con-
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD1504
struction with the return address of 2004A Gladstone Avenue,
the address of Crossroads.
The telephone bill for Greer and Associates dated November
26, for number (615) 331–1468, the telephone number at the
Foster Avenue office, reflects credits designated as “credit for
service disconnected” for the period November 7 through 25.
The last long distance call billed to that number occurred on
October 24. A telephone bill for Greer and Associates dated
December 8 for number (615) 242–3884, the former number of
Crossroads, reflects long distance calls on November 4, 5, 11,
18, 20, and December 1 and 3. Stacey Greer admitted that the
number of Greer and Associates was changed “as soon as pos-
sible” when its office moved to the facility formerly occupied
by Crossroads on Gladstone Avenue. Even if the calls on No-
vember 4 and 5 are disregarded, the foregoing documentary
evidence compels the conclusion that Greer and Associates,
contrary to the testimony of Stacey and Thomas Greer that the
move occurred in mid to late December, moved to the facility
formerly occupied by Crossroads no later than November 7.
Crossroads completed a project that it was performing for
Johnson Controls and laid off its last employees on October 31.
Micheal Thomas could not recall making any bids for work on
behalf of Crossroads after August, other than “if somebody
called . . . and wants a price on . . . a little bitty simple thing I
can put in myself.”
A memorandum dated August 20, signed by Micheal Tho-
mas as president of Crossroads and Greer as president of Greer
and Associates, formalizes the sale of trucks and equipment
noted in the minutes of August 1. The memorandum reflects
Greer and Associates’ agreement to purchase fivetrucks with
tools for a total of $45,000, “Payment[:] 60 Monthly pay-
ment[s] of $750.00 and Interest.” Thomas testified that the
unspecified interest rate was to be “market rate.” The titles
were signed over. No monthly payments were made.
A balance sheet reflecting the assets of Greer and Associates
dated August 8, reflects assets of $10,000. Thomas Greer testi-
fied that the foregoing funds came from a loan he received from
Barbara Randolph, his mother-in-law.
On August 28, Greer and Associates paid Billy Randolph
$10,000 in full satisfaction of the $10,000 loan made on August
8, by Barbara Randolph. Thomas Greer testified that the loan
was repaid when he received an advance upon a job awarded to
Greer and Associates.
On October 20, Crossroads issued three checks, 11550,
11551, and 11552, in the amount of $500 each to Micheal
Thomas, Thomas Greer, and Barbara Randolph. The entry on
the sheet reflecting these disbursements states “bonus.” Greer
had purportedly resigned from Crossroads on August 1, and
again on August 18, when he signed over his stock, and re-
lieved himself “of all obligations of Crossroads.” Neither Tho-
mas nor Greer addressed this bonus in their testimony. Barbara
Randolph did not testify.
On October 31, 2003, Crossroads filed its annual report with
the Tennessee Secretary of State reflecting that Micheal Tho-
mas was president and Stacey Greer was secretary. Although
Barbara Randolph, sister of Micheal Thomas, resigned as secre-
tary/treasurer of Crossroads on August 1, the ledger of dis-
bursements from Crossroads reflects that, in addition to the
$500 October bonus, she was paid $650 a week from Novem-
ber 13 through December 23. In November and December,
Barbara Randolph was signing checks on behalf of Greer and
Associates, but receiving no salary from Greer and Associates.
Stacey Greer admitted that she continued to perform secretarial
work and payroll for Crossroads after her husband Thomas
Greer began operating Greer and Associates. She also per-
formed those same functions for Greer and Associates. Stacey
Greer testified that her mother had also continued to perform
the bookkeeping for Crossroads and also kept the books for
Greer and Associates.
Minutes of the board of directors of Greer and Associates
dated December 16, report that the Board met to determine
whether Micheal Thomas “wanted to join Thomas Greer in
Greer and Associates.” On December 18, Greer and Associates
issued Christmas bonus checks to its employees. Micheal Tho-
mas received a check for $500, the same amount received by
Barbara Randolph and Thomas Greer. Although Thomas char-
acterized the $500 as a “signing bonus,” the notation on the
check, check number 1305, is “Christmas.”
The minutes of a board of directors meeting of Greer and
Associates on December 29, reflect that, on that date, Thomas
Greer was elected president of Greer and Associates. Micheal
Thomas was elected vice president and Barbara Randolph was
elected secretary/treasurer. On January 1, 2004, Micheal Tho-
mas became coowner of Greer and Associates. He brought with
him the two remaining Crossroads vehicles, which had not been
sold to Greer and Associates, and miscellaneous equipment.
Prior to January, Greer and Associates had issued no stock. On
January 1, Greer and Associates issued 400 shares of stock each
to Greer and Thomas.
The final page of the 2003 tax return of Crossroads, form
1120S reflects that Thomas and Greer each owned 50 percent
of the shares of that company and reports no change in the
number of shares owned.
Thomas Greer, in explaining why he left Crossroads and
started Greer and Associates, testified that he did not want “to
be stuck . . . in a company [Crossroads] that was losing
money.” He then elaborated, referring to the contract with the
Union, “their insurance, their hourly wages, it was getting
harder and harder to get a job, you know, and if they [the Un-
ion] didn’t do something to help the contractors get their total
overhead down to where I could bid jobs and get ‘em, you
know, if they don’t help me, if they don’t do something, I was
eventually going to have to do something. . . . I wasn’t going to
sit over there [at Crossroads], after, you know, seven or eight
years, and then go broke.”
On July 7, Thomas Taylor of the Middle Tennessee Chapter
of the National Electrical Contractors Association had written
Local Union 429 that “the work situation in Nashville has be-
come . . . desperate” due to “open shop competition.” There is
no evidence that the Union agreed to make any concessions to
improve the ability of union contractors to compete.
Micheal Thomas testified that when Thomas Greer left he
decided to begin “[s]caling down, winding down,” that “every-
body’s left” and Crossroads “had no jobs.” In further testimony,
Thomas noted that Crossroads had “lost money for the last two
or three years . . . due to the fact you had to estimate the jobs so
CROSSROADS ELECTRIC, INC. 1505
cheap to get one that there was no profit in it.” Thomas denied
having any plans other than closing Crossroads.
Thomas testified that the last major project that Crossroads
completed was for Johnson Controls and that “probably after
October 31st . . . and [before] mid December” an unnamed
individual with Johnson Controls “said they had a position
available in Chattanooga.” Thomas’ son, who formerly worked
for Crossroads, was hired by Johnson Controls in Nashville.
Thomas testified that he turned down the position in Chatta-
nooga. He did not address whether he, like his son, was offered
a job in Nashville. He also, at the request of Larry Page, one of
the owners of Elect-Tech Electric, met with Page and. Green,
who informed him that they had bid upon a large project in
metropolitan Nashville. The bid was pending when the meeting
took place. Thomas, who recalled that he was still operating
Crossroads when it occurred, “didn’t give him [Larry Page] a
response,” and there was no further contact. In December,
Thomas, who was an instructor in the apprenticeship program,
spoke with Elbert Carter, the salaried director of the Joint Ap-
prenticeship and training committee whom he had known since
1993. Carter was aware that Thomas was closing Crossroads
and recalls asking Thomas what he was going to do. Thomas
replied, “I really don’t know what I’m going to do at this point
in time.” Carter then asked whether Thomas would be inter-
ested in a salaried position in the apprenticeship program “if it
were to come to fruition.” Thomas testified that to the “[b]est of
my knowledge, I told him yes.” Carter testified that Thomas did
not give “a yes or a no,” but mentioned that he had spoken with
the principals of Elec-Tech Electric and “didn’t know what the
results of that was going to be.” Carter had no position to offer,
and I credit his testimony that Thomas did not give a yes or no
answer regarding his interest if such a position became avail-
able in the future.
Greer testified that, prior to Thomas joining Greer and Asso-
ciates, he had sought another business partner, Billy Cole, a
contractor, but not an electrical contractor. Cole confirmed that
Thomas approached him in mid-September and spoke with him
regarding joining him and providing “working capital.” Cole
asked Greer about Micheal Thomas and recalls that Greer re-
sponded that Thomas “had an intention of going with his son to
Johnson Controls or teaching for the Union.” In a later conver-
sation between Cole and Greer, the offer was not repeated and
no request for working capital was made. Cole recalls that, in
that conversation, Greer stated that Thomas was undecided
regarding what he was going to do.
Greer and Associates had no need for working capital. A
$10,000 loan had been repaid to the Randolphs in late August
when the company received an advance for a job that Thomas
Greer had bid. Thereafter, records reflect the payment of $4000
on September 22, check number 1052, and $9000 on October
29, check 1129, to Billy Randolph, payments that Greer de-
scribed as repayment for advances made to cover the payroll.
With the Randolphs’ bankroll behind it, Greer and Associates
had no need for working capital.
Greer and Associates did need a facility with adequate office
space at which trucks could be parked and at which equipment
could be stored. There is no evidence that Thomas Greer sought
such a location in September or October. Micheal Thomas,
who acknowledged that he was “terrible with dates,” testified
that Thomas Greer informed him of the inadequacy of the Fos-
ter Avenue location during a family visit over Thanksgiving. I
do not credit that testimony. The telephone service at Foster
Avenue was disconnected on November 7.
Thomas denied having any involvement with Greer and As-
sociates or consulting with Thomas Greer after August 18.
Contrary to that denial, there had to be consultation regarding
the move of Greer and Associates to Gladstone Avenue and
assignment of the Crossroads telephone number to Greer and
Associates. The foregoing denial is also belied by cellular tele-
phone records reflecting calls from Thomas’ cellular telephone
to (615) 331–1468, the number of Greer and Associates at Fos-
ter Avenue, on October 3 and 24, and more than 25 telephone
calls from Thomas’ cellular telephone to Thomas Greer’s cellu-
lar telephone number in the 2-month period from September 26
through November 25.
On or about February 4, 2004, Union Business Agent
Bearden called the Crossroads telephone number. Stacey Greer
answered the telephone saying “Greer and Associates.” In the
course of the ensuing conversation, Bearden asked what had
happened to Crossroads. Stacey Greer answered, “[W]e are
pretty much the same. . . . Except for we aren’t Union any
more. That is the only difference.” Bearden then asked whether
“they just decide[d] to not be Union anymore?” Stacey Greer
answered, “Hard to get jobs, hard to compete, you know what I
mean, when you are union verses nonunion.”
Following this conversation, Bearden visited several Greer
and Associates jobsites where he observed vehicles still bearing
the contractor license numbers of Crossroads as well as equip-
ment bearing the name Crossroads.
2. Analysis and concluding findings
The General Counsel argues that this is a classic alter ego
case in which the principals created a new entity in order to
avoid the obligations of a collective-bargaining agreement.
Respondent Greer and Associates, citing language in Redway
Carriers, 301 NLRB 1113, 1115 (1991), argues that “alter ego
status is to be determined based on the developments which
took place at the time the alter ego was formed, not on what
may have happened at a later date.” In support of the foregoing
argument, Respondent Greer and Associates points out that
Thomas Greer incorporated Greer and Associates in July and
began operating that company with no association with Micheal
Thomas, his former business partner, in late August.
Redway Carriers cites Rogers Cleaning Contractors, 277
NLRB 482 (1985), as the authority for the statement that “alter
ego status is to be determined . . . at the time the alter ego was
formed.” In Rogers Cleaning Contractors the respondent con-
tended that it was not an alter ego because the principal founder
left the new business after 10 months. The Board found that the
departure of the principal after 10 months did not preclude
finding alter ego status predicated upon the situation at the time
the alter ego was formed. Id. at 488–489. In Redway Carriers
the alter ego was intended “to be temporary,” and it ceased to
exist. The Board’s language regarding what took place “at the
time the alter ego was formed” was the predicate for its holding
that “the fact that a company is defunct does not preclude the
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD1506
Board from issuing a remedial order against it.” 301 NLRB at
1115.
The foregoing language in Redway Carriers does not estab-
lish a general principle for analysis of alter ego determinations.
As the Charging Party correctly points out, the Board does not
hold that “the fact finder is limited to the very beginning of a
new entity. . . . Such a rule would make avoidance of obliga-
tions under the Act a mere matter of waiting a short hiatus be-
fore resuming full operations.”
The applicable precedent in the circumstances of this case is
stated in Blue & White Cabs, 291 NLRB 1047, 1048 (1988),
where the Board, in finding no alter ego, held that “to restrict
consideration of the alter ego issue to . . . [the time of the al-
leged alter ego’s] formation would distort the picture of . . . [its]
essential identity and purpose.
The Board, in Advance Electric, 268 NLRB 1001 (1984),
succinctly summarized the proper analysis in evaluating the
issue of alter ego:
The legal principles to be applied in determining whether two
factually separate employers are in fact alter egos are well set-
tled. Although each case must turn on its own facts, we gen-
erally have found alter ego status where the two enterprises
have “substantially identical” management, business purpose,
operation, equipment, customers, and supervision, as well as
ownership. Denzil S. Alkire, 259 NLRB 1323, 1324 (1982).
Accord: NLRB v. Campbell-Harris Electric, 719 F.2d 292
(8th Cir. 1983). Other factors which must be considered in de-
termining whether an alter ego status is present in a given case
include “whether the purpose behind the creation of the al-
leged alter ego was legitimate or whether, instead, its purpose
was to evade responsibilities under the Act.” Fugazy Conti-
nental Corp., 265 NLRB 1301 (1982).
On January 1, 2004, Micheal Thomas officially became a
coowner of Greer and Associates. Thus, the ownership of the
two companies was the same. Thomas began performing the
same functions that he had performed for Crossroads, estimat-
ing and bidding. Although Thomas Greer had, from August
through December, submitted bids on behalf of Greer, after
January 1, 2004, the vast majority of his time was spent super-
vising the projects being performed by Greer and Associates,
the same function that he performed for Crossroads. The com-
pany operated from the location out of which Crossroads had
operated and had no equipment other than the equipment for-
merly used by Crossroads. It had obtained the telephone num-
ber of Crossroads. See Standard Commercial Cartage, Inc.,
330 NLRB 11, 14 (1999). Micheal Thomas acknowledged that
“[a]ll electrical companies perform the same type of work.”
Greer and Associates, like Crossroads, performs the electrical
work for various contractors including the electrical work in-
volved in the construction of small restaurants. The absence of
a total identity of customers, a “‘repeat’ clientele,” is attribut-
able to the simple fact that, once a facility is completed, the
electrical installation work has been performed. Greer and As-
sociates continues to serve the same “market area,” metropoli-
tan Nashville and Davidson and Williamson counties as served
by Crossroads. Barnard Engineering Co., 295 NLRB 226, 247
(1989). As of January 1, 2004, I find that the ownership, man-
agement, business purpose, operation, equipment, customers,
and supervision of Crossroads and Greer and Associates was
substantially, if not virtually, identical.
Respondent Greer and Associates argues that Greer and As-
sociates was established as a separate entity and, until January,
was managed solely by Thomas Greer. Although, in form, the
foregoing formality existed, the substance of what occurred
belies the facade. To focus upon the formality rather than the
reality would “distort the picture” of what actually occurred.
Greer incorporated Greer and Associates while a coowner and
officer of Crossroads. There was no exchange of capital when
Greer left Crossroads. Greer was not paid a proportionate
amount of the value of the assets of the business, which in-
cluded vehicles and equipment. The tax return for Crossroads
for the year 2003 reflects Greer as a 50-percent owner of the
company for the entire tax year. Greer and Associates purport-
edly purchased five vehicles. Although no payment was made
at the time of purchase, Greer obtained title to the five vehicles.
No payments were thereafter made to Crossroads. When “wind-
ing down” Crossroads, Micheal Thomas made no demand for
the monthly payments of $750 for the five trucks and equip-
ment that had ostensibly been sold to Greer and Associates. In
October, Crossroads, which reported a $12,328 loss on its 2003
income tax return, paid Thomas, Barbara Randolph, and Greer,
who had supposedly severed all ties with Crossroads, a $500
bonus. Although supposedly not employed by Greer and Asso-
ciates until January 1, Micheal Thomas was paid a $500
Christmas bonus on December 18, and elected vice president of
Greer on December 29. Throughout this period, Barbara
Randolph was performing bookkeeping functions for both
companies, being paid by Crossroads in November and De-
cember, and signing checks for Greer and Company. Stacey
Greer was performing secretarial functions for both companies,
and was signing checks for both companies.
The Respondent Greer argues that “[t]he efforts of Thomas
Greer and Micheal Thomas to go their separate ways is further
proof that Greer and Associates is not an alter ego.” I find no
credible evidence in support of that argument. I find that the
approach made by Greer to Billy Cole for working capital was
intended to obfuscate the plan that Thomas would join Greer
and Associates. Greer had no need for working capital. Any
time Greer needed money, the Randolphs provided it. I also
reject any inference that Thomas had any intention other than
joining Greer and Associates. There is no evidence that he for-
mally sought any position with any employer. Although Tho-
mas testified that he discussed but rejected a position in Chatta-
nooga with Johnson Controls, there is no evidence that he for-
mally applied for a position with Johnson Controls. Thomas did
not address whether he was also offered but rejected a job in
Nashville. The meeting with Page and Green was at their re-
quest. Thomas gave no commitment to them and made no fur-
ther attempt to contact them. The discussion of a then nonexis-
tent but possible future salaried position with the joint appren-
ticeship and training committee was initiated by Carter, and
Thomas did not give a yes or no answer. Although Thomas
stated to Carter that he did not know what he was going to do, I
find that he knew perfectly well what he was going to do. In
view of his long association with Carter as an instructor in the
CROSSROADS ELECTRIC, INC. 1507
apprenticeship program, Thomas was unwilling to inform his
friend Carter that he intended to join Greer and Associates and
operate as a nonunion contractor.
Contrary to an intent to “go their separate ways,” Thomas
and Greer were in regular communication with each other as
confirmed by records showing multiple cellular telephone calls.
In October, Crossroads paid a bonus to Greer. In December,
Greer and Associates paid a bonus to Thomas. Micheal Thomas
made no attempt to obtain the $750 monthly payments due for
property purportedly sold to Greer. Thomas Greer made no
effort to locate a suitable facility from which to operate Greer
and Associates. Telephone bills reflecting disconnected service
on November 7, at the Foster Avenue number, long distance
calls billed to Greer and Associates at the Gladstone Avenue
number, and a bid submitted by Greer and Associates on No-
vember 7, showing the 2004A Gladstone Avenue address estab-
lish that, at least by November 7, within a week of October 31,
the day that Crossroads laid off its last employee, Greer and
Associates had moved to the Crossroads facility. Stacey Greer
was still signing checks on behalf of Crossroads in November
and December; thus, Greer and Associates and Crossroads were
operating from the same facility. There was no intent or effort
to “go their separate ways.”
Respondent Greer cites three cases that it argues establish
that Greer and Associates is not an alter ego of Crossroads. All
three are distinguishable from the facts herein. In Polis Wall-
covering Inc., 323 NLRB 873, 878–879 (1997), the alleged
alter ego was owned by only one of the former partners, it op-
erated from a different location, it used none of the same
equipment, and it had no employees, relying on subcontractors
who supplied their own equipment to perform the work that it
obtained. Electrical Workers Local 3 (Telecom Plus), 286
NLRB 235 (1987), was a CP case involving recognitional pick-
eting by the respondent union of an employer, held not to be an
alter ego, whose employees were represented by a different
union. Id. at 236, 239. In Perma Coatings, 293 NLRB 803
(1989), the alleged alter ego was wholly owned by a former
minority owner of the defunct company and the equipment that
the former minority owner purchased from the defunct com-
pany “helped alleviate a fraction of [the defunct company’s]
debt.” Id at 804. In the instant case, there was no alleviation of
any debt because there were no payments for the equipment
purportedly purchased from Crossroads.
The Board, when determining whether a newly formed entity
is an alter ego, also considers whether there is evidence of
unlawful motivation, that is, “an objective of escaping further
dealings with the Union.” Martin Bush Iron & Metal, 329
NLRB 124 (1999). There is ample evidence that avoidance of
Crossroads’ contractual obligations was the impetus for the
creation of Greer and Associates. In his candid acknowledge-
ment regarding the formation of Greer and Associates, Thomas
Greer testified that the union contract’s insurance and wages
made it “harder and harder to get a job . . . and if they [the Un-
ion] didn’t do something to help the contractors get their total
overhead down . . . I wasn’t going to sit over there [at Cross-
roads], . . . and then go broke.” In virtually similar words,
Micheal Thomas explained that he could not keep operating
Crossroads because “you had to estimate the jobs so cheap to
get one that there was no profit in it.” See RCR Sportswear, 312
NLRB 513, 519 (1993).
I find that the “essential identity and purpose” of the newly
created entity Greer and Associates was to obtain electrical
work and make a profit, a profit that could not be made when
paying the wages and benefits specified in the collective-
bargaining agreement to which Crossroads was obligated. To
that end, Greer and Thomas engaged in less than arms lengths
transactions over a 4-month period with the result that, as of
January, Greer and Associates had occupied the Crossroads
facility, obtained its telephone number, and was operating with
all of the vehicles and equipment formerly owned by Cross-
roads and for which it had not paid Crossroads any money at
all. Thereafter, just as at Crossroads, day-to-day supervision of
jobs was carried out by Thomas Greer. Estimating and bidding
was performed by Micheal Thomas. In this case as in Vallery
Electric, Inc., 336 NLRB 1272 (2001), enfd. 337 F.3d 446 (5th
Cir. 2003), the unionized company, Crossroads, “was left
dwindle . . . in order to shield” the nonunion alter ego, Greer
and Associates, from the obligations of the collective-
bargaining agreement. Id. at 1277. After what Greer and Tho-
mas believed was an appropriate interval, Thomas joined Greer
in the new enterprise. On February 4, Stacey Greer, niece of
Micheal Thomas and wife of Thomas Greer, informed Union
Representative Michael Bearden that Crossroads and Greer and
Associates were “pretty much the same . . . [but] we aren’t
Union any more. That is the only difference.” I find that Greer
and Associates is the alter ego of Crossroads.
C. The 10(b) Argument and 8(a)(5) Allegations
The charge herein was filed on February 20, 2004. The com-
plaint alleges that, since on or about August 21, the Respondent
failed to pay its employees the contractually established wage
rates, failed to make contributions to the NECA/IBEW Welfare
Trust Fund and Southern Electrical Retirement Fund, failed to
utilize the Union’s referral procedure, and failed to deduct and
remit Union dues, all as provided in the collective-bargaining
agreement between the Union and Crossroads. The answer of
Respondent Greer and Associates admits that, by letter dated
March 5, 2004, it refused to recognize the Union as the collec-
tive-bargaining representative of its employees. As an affirma-
tive defense, Respondent Greer and Associates pleads that it
was not obligated to abide by the terms of the collective-
bargaining agreement because the agreement was an 8(f)
agreement between the Union and Crossroads.
The Respondent Greer and Associates argues that the com-
plaint must be dismissed pursuant to Section 10(b) because the
Union was on notice that Thomas Greer was forming a nonun-
ion company. Although Greer had made statements indicating
his intention to begin operating on a nonunion basis, there is no
evidence that the Union was either actually or constructively
aware that he had done so prior to the 10(b) date of August 20.
The first instance in which Greer and Associates failed to abide
by the 8(f) agreement was on August 21, when, rather than seek
referral of employees from the Union, it placed an advertise-
ment for employees in the newspaper. The Union had no notice
of this because the advertisement did not identify the name of
the employer. Thomas Greer testified that he began operating
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD1508
Greer and Associates “a couple of days” after August 18, the
date of his second purported resignation from Crossroads.
There is no evidence that any unit employee was hired or that
the Union was aware that the Respondent was failing to pay
contractual wage rates or make appropriate contributions prior
to August 20, the 10(b) date. The Respondent has not estab-
lished that the charge must be dismissed pursuant to Section
10(b).
All parties agree that the relationship between Crossroads
and the Union is an 8(f) relationship. Nevertheless, Greer and
Associates is the alter ego of Crossroads, and, as such, it was,
and is, obligated to abide by the terms of the 8(f) agreement
until that 8(f) relationship is terminated. Industrial Turnaround
Corp., 321 NLRB 181 (1996).
Mickey Patterson and Preston Jackson, both of whom had
worked for Crossroads and are now employed by Greer and
Associates, testified. Neither was referred by the Union. Patter-
son, who is married to Stacey Greer’s sister and, like Thomas
Greer, is a son-in-law of the Randolphs, was not asked about
his union affiliation. Jackson resigned his union membership
when he obtained employment with Greer and Associates. The
record does not establish whether Greer and Associates re-
ceived any signed authorizations for the deduction of union
dues from any employees. If it did receive any such authoriza-
tions, it is obligated to deduct those dues and remit them to the
Union. Williams Pipeline Co., 315 NLRB 630, 632 (1994). I
shall leave the determination regarding any liability in this re-
gard to the compliance stage of this proceeding. Thomas Greer
acknowledged that employees of Greer and Associates “really
don’t have classifications, that . . . I still to this day really don’t
know what to call half of my men.” The foregoing confirms
that the Respondent did not compensate employees on the basis
of the classifications set out in collective-bargaining agreement.
Consistent with the denial by Greer and Associates of any obli-
gation to the Union, and as confirmed by the absence of any
payments reflected in its financial statements, Greer and Asso-
ciates made no contractually required fund contributions. The
foregoing conduct violated Section 8(a)(5) of the Act.
CONCLUSION OF LAW
By failing to give effect to the terms of the 8(f) collective-
bargaining agreement in effect with the Union, the Respondent,
Crossroads and its alter ego Greer and Associates, has engaged
in unfair labor practices affecting commerce within the mean-
ing of Section 8(a)(1) and (5) and Section 2(6) and (7) of the
Act.
REMEDY
Having found that the Respondent has engaged in certain un-
fair labor practices, I find that it must be ordered to cease and
desist and to take certain affirmative action designed to effectu-
ate the policies of the Act.
The Respondent, Crossroads and its alter ego Greer and As-
sociates, having failed and refused to give effect to the terms of
the collective-bargaining agreement in effect with the Union
until August 31, 2005, it must make all unit employees whole
for any loss of earnings and other benefits resulting from its
failure to honor the terms of the collective-bargaining agree-
ment. Backpay shall be computed in the manner prescribed in
Ogle Protection Service, 183 NLRB 682 (1970), with interest
as prescribed in New Horizons for the Retarded, 283 NLRB
1173 (1987). Further, the Respondent shall make the payments
as required by its collective-bargaining agreement to the
NECA/IBEW Welfare Trust Fund and Southern Electrical Re-
tirement Fund retroactive to August 21, 2003. The amounts due
the employee benefit funds shall be paid as prescribed in Mer-
ryweather Optical Co., 240 NLRB 1213, 1216 fn. 7 (1979).
The Respondent shall also reimburse the unit employees for
any expenses ensuing from the Respondent’s unlawful failure
to make the required benefit payments as set forth in Kraft
Plumbing & Heating, 252 NLRB 891 fn. 2 (1980), enfd. mem.
661 F.2d 940 (9th Cir. 1981), with interest as prescribed in New
Horizons for the Retarded, supra. Insofar as the Respondent
failed to deduct and remit dues to the Union, it must comply
with the collective-bargaining agreement and honor any signed
dues-deduction authorizations and remit those dues to the Un-
ion.
On these findings of fact and conclusions of law and on the
entire record, I issue the following recommended4
ORDER
The Respondent, Crossroads Electric, Inc., and its alter ego
Greer and Associates Electrical, Inc., Nashville, Tennessee, its
officers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Refusing to honor the collective-bargaining agreement
that is in effect until August 31, 2005, between Crossroads
Electric, Inc., and its alter ego Greer and Associates Electrical,
Inc., and International Brotherhood of Electrical Workers, Lo-
cal Union 429, AFL–CIO, CLC, that establishes the terms and
conditions of all of its employees performing electrical work
within the jurisdiction of the Union.
(b) Failing to pay its employees the contractually established
wage rates.
(c) Failing to make contractually required contributions to
the NECA/IBEW Welfare Trust Fund and the Southern Electri-
cal Retirement Fund.
(d) Failing to utilize the contractual referral procedure as the
sole and exclusive source of referrals of applicants for em-
ployment.
(e) Failing to deduct union dues and remit them to the Union
for any employees who have signed dues-deduction authoriza-
tions.
(f) In any like or related manner interfering with, restraining,
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 effec-
tuate the policies of the Act.
(a) Give full force and effect to the terms and conditions of
employment provided in the collective-bargaining agreement
with the Union and make whole unit employees for any loss of

4 If no exceptions are filed as provided by Sec. 102.46 of the Board’s
Rules and Regulations, the findings, conclusions, and recommended
Order shall, as provided in Sec. 102.48 of the Rules, be adopted by the
Board and all objections to them shall be deemed waived for all pur-
poses.
CROSSROADS ELECTRIC, INC. 1509
earnings and other benefits resulting from the Respondent’s
failure to honor the terms of that agreement in the manner set
forth in the remedy section of this decision.
(b) Remit the benefit fund payments which have become due
and reimburse unit employees for any expenses ensuing from
the Respondent’s unlawful failure to make the required pay-
ments, in the manner set forth in the remedy section of this
decision.
(c) Deduct union dues and remit them to the Union for any
employees who have signed dues-deduction authorizations.
(d) Preserve and, within 14 days of a request, or such addi-
tional time as the Regional Director may allow for good cause
shown, provide at a reasonable place designated by the Board
or its agents, all payroll records, social security payment re-
cords, timecards, personnel records and reports, and all other
records, including an electronic copy of such records if stored
in electronic form, necessary to analyze the amount of backpay
due under the terms of this Order.
(e) Within 14 days after service by the Region, post at its fa-
cility in Nashville, Tennessee, copies of the attached notice
marked “Appendix.”5 Copies of the notice, on forms provided
by the Regional Director for Region 26, after being signed by
the Respondent’s authorized representative, shall be posted by
the Respondent immediately upon receipt and maintained for
60 consecutive days in conspicuous places including all places
where notices to employees are customarily posted. Reasonable
steps shall be taken by the Respondent to ensure that the notices
are not altered, defaced, or covered by any other material. In
the event that, during the pendency of these proceedings, the
Respondent has gone out of business or closed the facility in-
volved in these proceedings, the Respondent shall duplicate and
mail, at its own expense, a copy of the notice to all current em-
ployees and former employees employed by the Respondent at
any time since August 21, 2003.
(f) Within 21 days after service by the Region, file with the
Regional Director a sworn certification of a responsible official
on a form provided by the Region attesting to the steps that the
Respondent has taken to comply.
IT IS FURTHER ORDERED that the complaint is dismissed inso-
far as it alleges violations of the Act not specifically found.

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.”
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 any union
Choose representatives to bargain with us on your be-
half
Act together with other employees for your benefit and
protection
Choose not to engage in any of these protected activi-
ties.
WE WILL NOT refuse to honor the terms and conditions of
employment set forth in the collective-bargaining agreement
that is in effect until August 31, 2005, between Crossroads
Electric, Inc., and its alter ego Greer and Associates Electrical,
Inc., and International Brotherhood of Electrical Workers, Lo-
cal Union 429, AFL–CIO, CLC, and that establishes the terms
and conditions of employment for all of you who are perform-
ing electrical work within the jurisdiction of the Union.
WE WILL NOT fail to utilize the contractual referral procedure
as the sole and exclusive source of referrals of applicants for
employment.
WE WILL give full force and effect to the terms and condi-
tions of employment provided in the collective-bargaining
agreement with the Union and make you whole for any loss of
earnings and other benefits resulting from our failure to honor
the terms of that agreement in the manner set forth in the rem-
edy section of the decision.
WE WILL remit the benefit fund payments which have be-
come due and reimburse you for any expenses resulting from
our unlawful failure to make the required payments, in the
manner set forth in the remedy section of the decision.
WE WILL deduct union dues and remit them to the Union for
any of you who have signed dues-deduction authorizations.
WE WILL NOT in any like or related manner interfere with, re-
strain, or coerce you in the exercise of the rights guaranteed
you by Section 7 of the Act.
CROSSROADS ELECTRIC, INC. AND ITS ALTER EGO
GREER AND ASSOCIATES ELECTRICAL, INC.