Island Architectural Woodwork, Inc. and Verde Demountable Partitions, Inc, Alter Egos

National Labor Relations Board - Board Decisions

Aug 12, 2016

364 NLRB No. 73 (N.L.R.B. 2016)

364 NLRB No. 73
NOTICE: This opinion is subject to formal revision before publication in the
bound volumes of NLRB decisions. Readers are requested to notify the Ex-
ecutive Secretary, National Labor Relations Board, Washington, D.C.
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be included in the bound volumes.
Island Architectural Woodwork, Inc. and Verde De-
mountable Partitions, Inc., Alter Egos and
Northeast Regional Council of Carpenters. Case
29–CA–124027
August 12, 2016
DECISION AND ORDER
BY CHAIRMAN PEARCE AND MEMBERS HIROZAWA
AND MCFERRAN
On May 8, 2015, Administrative Law Judge Raymond
P. Green issued the attached decision. The General
Counsel and the Charging Party Northeast Regional
Council of Carpenters (“the Union”) each filed excep-
tions and a supporting brief. Respondents Island Archi-
tectural Woodwork, Inc. (“Island”) and Verde Demount-
able Partitions, Inc. (“Verde”) each filed an answering
brief.
The National Labor Relations Board has delegated its
authority in this proceeding to a three-member panel.
The Board has considered the decision and the record
in light of the exceptions and briefs and has decided to
affirm the judge’s rulings,1 findings,2 and conclusions
only to the extent consistent with this Decision and Or-
der.
This case centers on the relationship between Re-
spondents Island and Verde. The General Counsel and
Charging Party except to the judge’s finding that Island
and Verde are not alter egos and the resultant findings
that Verde did not violate Section 8(a)(5) and (1) of the
Act by failing to apply the terms of the collective-
bargaining agreement covering Island’s bargaining unit
to employees performing bargaining-unit work at Verde,
and that Island did not violate Section 8(a)(5) and (1)
when it insisted in successor contract negotiations that
the Union agree to exclude Verde’s employees from the
unit. For the reasons discussed below, we reverse the
judge and find that the Respondents are alter egos and
that they violated the Act, as alleged.

1 We deny the General Counsel’s exception that the judge erred by
failing to rule on the General Counsel’s motion to correct the record;
that motion was granted.
2 The Union has implicitly excepted to some of the judge’s credibil-
ity findings. The Board’s established policy is not to overrule an ad-
ministrative law judge’s credibility resolutions unless the clear prepon-
derance of all the relevant evidence convinces us that they are incorrect.
Standard Dry Wall Products, 91 NLRB 544 (1950), enfd. 188 F.2d 362
(3d Cir. 1951). We have carefully examined the record and find no
basis for reversing the findings.
I. FACTUAL BACKGROUND
A. The Creation of Island and its Operations
Island produces custom wood cabinetry and other
millwork for financial institutions. Edward Rufrano and
Roger Stevens co-founded Island in 1993. Since 1995,
the Union has represented Island’s production employees
and installers. At the time of the February 2015 hearing
in this case, Island was owned by Rufrano, Stevens’
sons, and Angelo DeMarco. Rufrano served as president
and CEO, and DeMarco was his second-in-command.
Rufrano, DeMarco, Stevens, and Stevens’ sons jointly
owned the three buildings where Island historically oper-
ated: the “main,” “back,” and “side” buildings, all of
which adjoined a parking lot.
In 2007, Island started producing custom wood office
partitions. Island obtained about 65 percent of its work
through a large architectural firm (“the Firm”).3 The
Firm typically designed products for a customer, and
would then hire Island to manufacture the product. The
Firm asked Island to mass-produce a particular version of
its custom wood partitions, known as the “Island Verde
Green Demountable System.” The idea was not feasible,
however, due to Island’s high production costs. None-
theless, to accommodate the Firm, Island continued to
produce the desired partitions on a custom basis. When
the Firm continued to press Island to mass-produce the
demountable partitions, Rufrano contacted three compa-
nies about selling the demountable partition line in order
to accommodate the Firm and to recoup Island’s invest-
ment in designing and manufacturing the product. Ulti-
mately, however, he was unsuccessful in finding a suita-
ble purchaser.
B. The Creation of Verde and its Operations
For some time, Jeffrey Brite, a former Firm employee,
had discussed with Rufrano ways in which Brite could
become personally involved with the demountable parti-
tion business. The idea to create Verde arose from these
conversations, but Rufrano did not want an ownership
stake in the new venture. At some point, Rufrano’s
daughter, Tracy D’Agata, became involved.4 Although
D’Agata worked as a project manager for Island, she was
not particularly knowledgeable about the partition line’s
production processes. Accordingly, Rufrano, DeMarco,
and an Island foreman informally agreed to assist with
Verde’s operations, an understanding that the Respond-
ents later codified in written agreements. Brite then pur-

3 The parties stipulated that the name of the Firm would remain con-
fidential.
4 Rufrano testified that D’Agata had worked with the Firm for years
in her capacity as an Island project manager and that it was thought that
she would be a “very good face of Verde.”
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD2
sued other investors to join him and D’Agata, leading to
Verde’s commencement of operations in October 2013.
At the time of the hearing, D’Agata and her sister Jessica
Ondrush, a long time bookkeeper at Island, each owned
32 percent of Verde; the Firm, Brite, and Rufrano’s
friend Allan Schatten owned the remaining 36 percent.
D’Agata, Ondrush, Brite, and Schatten were directors,
with D’Agata serving as president and Ondrush as secre-
tary and treasurer.
Prior to the formation of Verde, Island began investi-
gating ways to maximize its manufacturing efficiency.
As a result of these efforts, the bulk of the work that had
been taking place in the back building was moved to the
main building. By October 2013, only a handful of Is-
land’s bargaining-unit employees were still working in
the back building. At some point in October, Island
transferred the remaining bargaining-unit employees to
the main building. Later that month, Verde began opera-
tions out of the back building with two employees who
had performed bargaining-unit work for Island, as well
as several of Island’s non-unit personnel, including
D’Agata, Ondrush, a foreman, and an engineer who had
helped design the demountable partitions. Verde also
hired several production employees who had never
worked for Island.
C. The Relationship Between Verde and Island
Although Verde began operations in October 2013, the
agreements formalizing Verde’s relationship with Island
were not signed until much later, in most cases as long as
1 year afterward. It was agreed that Verde would acquire
the demountable partition business with the intent to
mass-produce those partitions. For its part, Island con-
tinued custom-producing other types of wood partitions
and other millwork, as well as providing assistance and
expertise to Verde, as further described below. On Oc-
tober 28, 2014, the Respondents produced, pursuant to
the General Counsel’s investigatory subpoena, the doc-
uments structuring the spin-off. All of these documents
were signed by Rufrano and D’Agata. All but one are
dated the day before the Respondents produced them,
and all but one contain backdating provisions.5 The rec-
ord establishes that the agreements were drafted some
time prior to October 2014, but were not signed until
October 27. Island asserts that the delay in drafting and

5 The asset purchase agreement, equipment lease, transitional ser-
vices agreement, mutual supply agreement, promissory note, and of-
ficer’s certificate are all dated October 27, 2014, and are either express-
ly backdated to October 1, 2013, or expressly reference another agree-
ment that is backdated. The assignment and assumption agreement is
dated October 27, 2014, and backdated to July 30, 2013. The lease of
the back building is dated June 1, 2014, and does not include a backdat-
ing provision.
signing the agreements was a result of its attempts to
make the partitions at a profit before ultimately deciding
to sell that part of its business.
Pursuant to these agreements, Verde purchased the in-
tangible wood partition assets and leased the back build-
ing and equipment therein from Island.6 As a condition
of the asset transfer, the Respondents agreed to provide
each other with various services and supplies through
December 31, 2015. In particular, Island agreed to assist
Verde with management, operations, estimating, back
office functions, drafting, engineering, and purchasing.
Island also agreed to provide Verde with sales training,
trucking, production management functions, equipment
repairs and maintenance, and warehousing. Island fur-
ther agreed, among other things, to manufacture veneer
panels; prime, face, press, and sand doors; and manufac-
ture moldings for Verde.7 Verde, in turn, agreed to pro-
vide Island with various manufacturing and related ser-
vices, including partition, door, hardwood, and molding
production and warehousing materials.8
D’Agata, Ondrush, Brite, and the Firm contributed an
unspecified amount of financial assistance to help start
Verde. Although Rufrano did not directly provide his
daughters with start-up funds, the lengthy grace periods
in the asset agreement and equipment lease with Island
amounted to hundreds of thousands of dollars in deferrals
to Verde. Also, Verde was able to operate in the back
building, which Rufrano partially owns, rent-free for
some 8 months.
From its inception, Verde has worked jointly with Is-
land to produce wood partitions.9 Because of lower-
than-expected demand, Verde has not yet begun to mass-
produce the partitions as desired by the Firm, so the pro-

6 Verde agreed to pay Island $750,000 for the intangible partition
assets, which consist of expertise, trademarks, trade names, goodwill,
as well as partition-design consulting services with the Firm. Verde
agreed to pay $200,000 at the closing, with payments on the remaining
balance to commence 6 months thereafter, in $16,116 monthly install-
ments over 3 years at 3.5 percent interest. For the equipment lease, no
payments were due the first year, but Verde agreed to pay $20,833 per
month for the remaining 3 years. The lease provided Verde the option
to purchase the equipment for $1 at the end of that time. Verde leased
the back building for 2 years, at $211,992 per year.
The lease of the back building was for fair market value. The record
does not indicate whether any of the other agreements were.
7 Island agreed to provide these services to Verde as part of the asset
purchase price, except for manufacturing, production management, and
maintenance services, which it agreed to provide at cost plus 20 per-
cent.
8 Verde agreed to provide these services to Island at cost plus 20
percent, except for the warehousing, which it agreed to provide at
$3500 per month.
9 There is some indication in the record that the Respondents have
also jointly produced the millwork incidental to the wood partitions.
But the record does not specify the extent of this cooperation.
ISLAND ARCHITECTURAL WOODWORK, INC. 3
duction process has been essentially unchanged from the
time Island produced the partitions. Materials are sent
between the main and back building, where each compa-
ny works on a certain aspect of the process. Rufrano
periodically holds meetings in his office with Verde per-
sonnel, many of whom had worked for Island, to discuss
“[p]roject coordination, materials, labor, scheduling, and
profitability.” At the time of the hearing, a web page and
video marketing the wood partitions were still posted on
Island’s website. In the video, D’Agata is listed as the
point of contact and Ondrush’s husband, an Island em-
ployee, is featured promoting the product.10
Given the present low demand for wood partitions,
Verde has also produced cheaper metal partitions, a
product with which Island is not involved. On average
since Verde was formed, about 30 percent of its parti-
tions are wood and 70 percent are metal. Rufrano testi-
fied that, as of the hearing, Verde was making few wood
partitions but that the potential for the wood partitions
nevertheless remained “tremendous,” particularly be-
cause the Firm is marketing them.
D. The Scope of the Collective-Bargaining Unit and the
Applicability of the Collective-Bargaining Agreement
From the commencement of Verde’s operations, Island
management took the position that Verde’s production
employees and installers were not part of the pre-existing
Island bargaining unit. An Island foreman told the Island
employees that “no union members were allowed to enter
the [back] building again,” once Verde started operating
there. And as discussed in detail below, Island repeated-
ly insisted that the Union agree that Verde employees
would be excluded from the bargaining unit. For its part,
Verde did not recognize the Union’s right to represent
any of its employees as part of the Island bargaining unit
and, therefore, refused to apply the terms of Island’s col-
lective-bargaining agreement to them.
The Island shop steward who had been working in the
back building informed the Union that non-union em-
ployees were performing bargaining unit work there.
Union Representative Jeffrey Murray testified that, short-
ly thereafter, at a meeting in November 2013, a Union
official met with Rufrano and DeMarco. Rufrano ex-
plained that Verde was D’Agata’s business, and that he
sold her the building and equipment. Over the next few
months, as discussed below, Rufrano’s explanations con-
tinued to evolve.
Meanwhile, on September 30, 2013, an extension to
the 2009–2013 collective-bargaining agreement between
Island and the Union expired, at which time the parties

10 Rufrano testified that Island intended to remove the wood parti-
tion information from its website, but that it had been unable to do so.
began negotiations for a successor contract. In about
December 2013, the Union’s president met with Rufrano
to discuss Island’s failure to recognize the back building
employees as part of the bargaining unit. Rufrano ex-
plained that Verde was a separate business that would
benefit Island and the Union because Verde could build
wood partitions more cheaply and Island would perform
the incidental millwork. They did not resolve the unit
issue at that time.
In January 2014, the Union attended a collective-
bargaining session with Rufrano and DeMarco. The Un-
ion and DeMarco tentatively agreed on all issues except
seniority. At that point, Rufrano told the Union that it
needed to waive any claim to Verde’s work before he
could agree to a new collective-bargaining agreement.
The Union objected, and DeMarco continued to discuss
the seniority issue with the Union.
On February 26, 2014, Rufrano again met with the Un-
ion’s president and told him that in addition to seniority,
subcontracting and pension benefits also had to be ad-
dressed. Rufrano stated that his role had changed and
that he would be involved in Verde, although he did not
provide details. He stated that the Union needed to sign
a memorandum of agreement (MOA) waiving its right to
represent Verde employees. He then described Island’s
“plight” as a union contractor, namely, that the price of
Island’s partitions was higher than the competition. If
the Union agreed to waive the right to represent the
Verde unit, Rufrano explained, Verde would sign “exclu-
sive agreements” providing Island all of the partition-
veneering work, opportunities that “wouldn’t exist if
there were no VERDE,” as well as the millwork to match
the partitions. He predicted a great benefit to Island, as
“millions” were made in the past.11
The next day, Rufrano emailed the proposed MOA to
the Union, which in relevant part states that to resolve
the Verde unit issue and “finalize” a new collective-
bargaining agreement:
1. The parties agree that the employees of Verde do not
fall within the bargaining unit definition as set forth in
either the expired or successor agreement regardless of
Verde’s ownership.
2. The parties agree that any ownership interest in or
management of Verde by any principal of the Employ-
er, including, but not limited to, Edward Rufrano and
Angelo DeMarco, shall not create a joint employment
or alter ego relationship or otherwise constitute an ac-

11 Consistent with this statement to the Union, Rufrano testified that
Verde would not be burdened by the costs of Island’s union relation-
ship, and that Island, “one of the last Union shops,” could not compete
with nonunion entities.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD4
cretion under the expired collective bargaining agree-
ment. The parties agree and understand that Verde and
the Employer are distinct, unrelated entities.
3. By executing this Agreement, the parties waive all
existing and future grievances and claims involving the
work performed by Verde, including, but not limited to,
the subcontracting or joint venture provisions of the
Agreement.12
In mid-March 2014, the Union informed Rufrano it
would not sign the MOA and requested additional bar-
gaining meetings. Rufrano refused to meet.13
II. ANALYSIS
A. Island and Verde are Alter Egos
To determine whether two employers are alter egos,
the Board considers several factors, including whether
they have substantially identical ownership, business
purpose, operations, management, supervision, premises,
equipment, and customers. See Cofab, Inc., 322 NLRB
162, 163 (1996), enfd. sub. nom. NLRB v. DA Clothing
Co., 159 F.3d 1352 (3d Cir. 1998) (unpublished table
decision). No single factor is determinative, and not all
are necessary to establish alter ego status. Fugazy Conti-
nental Corp., 265 NLRB 1301, 1301–1302 (1982), enfd.
725 F.2d 1416 (D.C. Cir. 1984). Unlawful motivation is
not a necessary element of an alter-ego finding, but the
Board does consider whether the purpose behind the cre-
ation of the suspected alter ego was to evade another
employer’s responsibilities under the Act. See id. at
1302. The burden to establish an alter ego relationship
rests with the General Counsel. See A.D. Conner, Inc.,
357 NLRB 1770, 1785 (2011).
The judge recognized that the General Counsel estab-
lished the existence of several factors that would support
an alter ego relationship. Specifically, he found that the
Respondents share common premises, equipment, and
business purpose, that Island performs “significant ser-
vices” for Verde, and that two of Verde’s owners are the
daughters of the principal owner and chief executive of

12 The collective-bargaining agreement’s subcontracting provision
permits Island to subcontract, transfer, lease, or assign bargaining unit
work to another facility, person, or non-bargaining unit employee only
with the Union’s consent. The joint venture provision applies the
agreement to any work performed by Island as a single or joint employ-
er with another entity.
13 Island argues that the record supports a finding that, after March
2014, DeMarco attempted to bargain with the Union about the seniority
issue. We find it unnecessary to pass on this assertion because, as
discussed further below, even assuming arguendo that Island made an
effort to bargain over seniority, that would not affect our determination
whether Island could lawfully insist that the Union sign the MOA as a
condition of signing a successor contract.
Island.14 On the other hand, the judge found that the
Respondents lack common ownership, management,
supervision, and employees. The judge further found
that the creation of Verde “had virtually no adverse effect
on Island’s bargaining unit employees” and that the Gen-
eral Counsel failed to establish that Verde had been cre-
ated to evade Island’s responsibilities under the Act.15
After weighing these competing factors, the judge con-
cluded that the Respondents are not alter egos.
As further discussed below, we agree with the judge
that the Respondents have substantially identical busi-
ness purpose, operations, premises, and equipment, and
that these factors support finding an alter ego relation-
ship. Contrary to the judge, we further find that the fac-
tors of substantial financial control and an improper mo-
tivation to avoid Island’s bargaining obligations to the
Union also support finding alter ego status. Accordingly,
we find that the record as a whole establishes that the
Respondents are alter egos.
1. Substantially identical business purposes and opera-
tions
We agree with the judge that the Respondents operate
in the same sphere of business and work closely together.
Verde was created for the purpose of manufacturing a
specific line of demountable partitions that Island had
been producing; this production was transferred to Verde
immediately upon its creation. This seamless transition
is indicative of an alter ego relationship. See, e.g., A.D.
Conner, Inc., 357 NLRB at 1787 fn. 44 (finding the lack
of any hiatus in operations between employers supports
an alter ego finding) (citing MIS, Inc., 289 NLRB 491
(1988)).
Moreover, it appears that little of the wood partition
work has changed with the advent of Verde. Verde hired
a number of Island employees—both bargaining unit and
non-bargaining unit—to design and produce its parti-
tions. The production employees of both Respondents
perform the same work on the same equipment that Is-
land employees performed before Verde was founded,
save for metal partition work. Island continued to press

14 The Respondents did not except to the judge’s findings as to these
factors, but they implicitly contest them in their answering briefs to the
exceptions filed by the General Counsel and Union on the alter ego
issue.
15 Citing Lihli Fashions Corp. v. NLRB, 80 F.3d 743 (2d Cir. 1996),
the judge stated that the United States Court of Appeals for the Second
Circuit finds improper motive necessary to show alter ego status. Con-
trary to this statement, both the Board and the Second Circuit have
observed that that court does not require such a finding. See NLRB v.
G&T Terminal Packaging Co., 246 F.3d 103, 118 (2d Cir. 2001); Fal-
lon-Williams, Inc., 336 NLRB 602, 602 fn. 7 (2001). In any event, as
discussed below, we find that the General Counsel has established that
the Respondents acted with an improper motive here.
ISLAND ARCHITECTURAL WOODWORK, INC. 5
the veneer, which Rufrano testified is an “integral part of
the [wood] partition system.” Even after Verde’s crea-
tion, Island continues to advertise the partitions on its
website; for example, the website included a video mar-
keting the partitions. Such interrelated operations sup-
port an alter ego finding. See, e.g., Midwest Precision
Heating & Cooling, Inc., 341 NLRB 435, 439 (2004)
(finding, in support of alter ego conclusion, that for sev-
eral months during the transition period before the old
employer went out of business, it and the new employer
performed work for each other), enfd. 408 F.3d 450 (8th
Cir. 2005).
To properly run its operations, Verde depended on the
expertise of Island personnel. Rufrano, DeMarco, and an
Island foreman assisted Verde because D’Agata lacked
the manufacturing and design knowledge; together these
individuals helped coordinate Verde’s operations and
labor. Their influence over the operations of both Island
and Verde additionally supports an alter ego finding. Cf.
BMD Sportswear Corp., 283 NLRB 142, 155 (1987)
(finding alter ego based, in part, on fact that owner of the
original employer supplied management expertise to
owners of new employer), enfd. mem. 847 F.2d 835 (2d
Cir. 1988); Rogers Cleaning Contractors, 277 NLRB
482, 488 fn. 38 (1985) (same), enfd. 813 F.2d 795 (6th
Cir. 1987) (per curiam).
The Respondents’ common business purposes are also
reflected in their collaboration on a broad range of other
activities, including management, purchasing, and office
functions. Island asserts that these arrangements merely
represent a minimal level of cooperation, not unlike a
usual vendor relationship. To the contrary, we find that
they manifest Island’s plan, which was communicated to
the Union, to have Island jointly produce wood products
with Verde without adhering to the collective-bargaining
agreement. The partitions were critical to Island’s mar-
keting of wood products, and Island expected customers
to buy more of its products with Verde partitions. In-
deed, the MOA in clear terms contemplates robust ties
between the Respondents, including Island’s future own-
ership interest of Verde and the subcontracting of bar-
gaining unit work to Verde—all to the express exclusion
of representation by the Union. These ties are only
strengthened by the fact that the Firm continues to pro-
vide both Island and Verde with business and customers.
See Crossroads Electric, Inc., 343 NLRB 1502, 1506
(2004), enfd. 178 F.App’x 528 (6th Cir. 2006) (finding
that even though the old and new employers lacked a
total identity of customers, they both performed electrical
installation work and served the same market area).
Although the Respondents are correct that Verde pro-
duces a sizable number of metal partitions, a product that
Island has never produced, this deviation from Verde’s
original business purpose appears to be the result of a
temporary lag in market demand for wood partitions. At
the time of the hearing, the Firm, which is a part owner
of Verde, continued to promote the concept of mass-
producing wood partitions, and Rufrano continued to
believe that such partitions have “tremendous” potential.
Verde was created to support Island’s wood products,
and Island expects to derive a considerable profit from
the sale of its products in connection with the wood parti-
tions. We likewise reject the Respondents’ argument
that Verde has a different business purpose because it
was formed to mass-produce partitions. Even assuming
that Verde did eventually mass-produce wood partitions,
we would view that change as only an insubstantial devi-
ation in the production process that it inherited from Is-
land, a change that could only be implemented, accord-
ing to Rufrano, after he rid Verde of the “plight” of un-
ionization.
2. Substantial financial control
Typically, the factor of common ownership is given
significant weight in the alter ego analysis. However,
“identical ownership is not a prerequisite for finding an
alter ego relationship.” Cofab, Inc., 322 NLRB at 163.
“The Board has found an alter ego relationship in the
absence of common ownership where both companies
were either wholly owned by members of the same fami-
ly or nearly entirely owned by the same individual, or
where the older company maintained substantial control
over the new company.” El Vocero de Puerto Rico, Inc.,
357 NLRB 1585, 1585 fn. 3 (2011) (emphasis added). In
determining whether the original employer maintained
substantial control, the Board focuses on the financial
relationship between the employers. First Class Mainte-
nance Service, Inc., 289 NLRB 484, 485 (1988). For
example, the Board has found the requisite substantial
control in cases where the financial dealings demonstrate
“a significant lack of an arms-length relationship.” SRC
Painting, LLC, 346 NLRB 707, 721 (2006); see also,
e.g., Vallery Electric, Inc., 336 NLRB 1272, 1275
(2001), enfd. 337 F.3d 446 (5th Cir. 2003); Fugazy Con-
tinental Corp., 265 NLRB at 1302.
We find that Island exerted substantial financial con-
trol over Verde demonstrating that there was a significant
lack of an arms-length relationship. At the outset, Island,
through Rufrano, enabled Verde to begin its operations
in October 2013 without formal documentation and with
significantly lowered start-up costs. Indeed, it does not
appear that Verde could have existed without this sup-
port. Island sold the partition business to Verde for
$750,000, but only asked for $200,000 up front and did
not execute the promissory note until 1 year later. The
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD6
asset agreement and equipment lease were not signed
until October 2014 and, even then, the asset agreement
deferred payments for 6 months and the equipment lease
deferred payments for 1 year, allowing Verde to defer
about $97,000 in asset payments and about $250,000 in
equipment payments. Additionally, the lease for the
back building was not signed until June 2014 and had no
backdating provisions, allowing Verde free occupancy
for 8 months, which resulted in savings of about
$140,000. In total, as a result of these concessions by
Island, Verde was able to defer and save nearly half a
million dollars, circumstances that support an alter ego
finding. See, e.g., Crossroads Electric, Inc., 343 NLRB
at 1505–1507 (finding, in support of alter ego conclu-
sion, that for 4 months the new employer occupied the
old employer’s facility, used its phone number, and oper-
ated with the vehicles and equipment formerly owned by
the old employer which it did not pay to use). The back-
dating of these agreements, from which Verde derived
these significant benefits, further supports our finding.
McDonald’s Ready-Mix Concrete, 246 NLRB 152, 153–
154 (1979) (finding that delay of approximately a year in
creating written documentation for a sale supports a find-
ing that the new entity was a disguised continuance).
Moreover, Island derived, and expected to derive, fi-
nancial gain from Verde. Rufrano anticipated a large
profit from the increased volume of wood products that
Island would sell in conjunction with Verde’s partitions.
He also anticipated large profits as a result of Verde’s
nonunion cost structure and the collaboration between
the Respondents. Indeed, he told the Union that if it
agreed to waive inclusion of Verde employees in the
existing bargaining unit, Verde would sign exclusive
agreements providing veneer and other work to Island,
opportunities that “wouldn’t exist if there were no
VERDE.” Rufrano would have been unable to make
such a guarantee if he did not exert substantial de facto
control over Verde’s marketing decisions, notwithstand-
ing that his daughters were the nominal majority owners
of that company.
3. Island’s motive in creating Verde
We find that the preponderance of evidence shows that
Verde was created to evade Island’s bargaining obliga-
tion under the Act. Verde’s relationship with Island re-
mained a mystery to the Union for some time. The Un-
ion learned from the shop steward, not Island, that non-
union employees were performing bargaining unit work
in the back building. Thereafter, when the Union ap-
proached Rufrano about Verde, he misleadingly told the
Union that he had sold the back building and the equip-
ment to his daughters. In fact, the Respondents, repre-
sented by Rufrano and his daughter D’Agata, did not
sign the agreements structuring the spin-off until a year
after Verde was formed. In addition, they failed to sign
several documents, including the asset agreement and
Verde’s officer’s certificate, until the day before they
were produced pursuant to the General Counsel’s sub-
poena. These attempts to conceal Island’s relationship to
Verde, including through these less than arm’s length
transactions, are certainly indicative of Island’s intent to
evade its responsibilities under the Act. Accord McDon-
ald’s Ready-Mix Concrete, 246 NLRB at 153–154.
Island also repeatedly communicated its intention that
the Verde employees not be unionized, suggesting that
the creation of Verde was a way for Island to avoid the
Union’s labor costs—costs that Rufrano described as the
“plight” of “every union contractor.” In October 2013,
an Island foreman told unit employees that no union
members were allowed to enter the back building where
Verde had begun operating. Rufrano attempted to dis-
suade the Union from seeking to represent the Verde
employees by emphasizing the benefits that would ac-
crue to Island and its unit members if Verde were able to
operate without the substantial costs of a unionized
workforce, describing the “millions” in additional busi-
ness that Island would do in conjunction with Verde’s
partitions. And by conditioning a new contract on the
MOA, Rufrano attempted to pressure the Union to codify
this desired outcome. By its sweeping, forward-looking
terms, the MOA (1) excises Verde employees from the
bargaining unit definition set forth in both the expired
and successor collective-bargaining agreement; (2) im-
poses this condition regardless of Island’s ownership in,
or management of, Verde that would otherwise create a
joint employer, alter ego, or similar relationship; and (3)
bars existing and future grievances involving the work
performed by Verde, including subcontracting bargaining
unit work to Verde. The MOA, in short, sought to pre-
clude Verde employees of their right to representation by
the Union, even if Island became more formally involved
with Verde at a later date.
In concluding that Island harbored an improper motive
in creating Verde, we reject the judge’s finding that the
creation of Verde “has not resulted in any harm to the
existing complement of Island’s bargaining unit employ-
ees.” As a result of Island’s actions, the two former Is-
land employees who continued to perform bargaining-
unit work at Verde were excluded from the unit and,
consequently, the benefits of the collective-bargaining
agreement. Furthermore, the bargaining-unit employees
who remained at Island saw their bargaining power di-
minished. Cf. Mi Pueblo Foods, 360 NLRB No. 116,
slip op. at 3 (2014) (finding that employer violated its
duty to bargain by unilaterally subcontracting bargaining
ISLAND ARCHITECTURAL WOODWORK, INC. 7
unit work—despite the absence of job loss or other sig-
nificant negative effects—because an employer would
otherwise be free to “dilute the Union’s bargaining
strength”).
Based on the foregoing assessment of the alter ego fac-
tors, we conclude that Verde and Island are alter egos,
and that the Respondents violated Section 8(a)(5) and (1)
of the Act by failing to honor the collective-bargaining
agreement as to the Verde unit employees.16
B. Island’s Proposal that the Union Exclude Verde
Employees from the Unit
The judge concluded that, because the Respondents
were not alter egos, Island’s insistence that the Union
sign the MOA amounted to nothing more than a request
to maintain the status quo, pursuant to which Verde’s
employees were not included in the bargaining unit. The
judge further stated, however, that assuming Verde was
found to be an alter ego of Island, the insistence on this
proposal violated the Act as an attempt to alter the rec-
ognized bargaining unit.17 In addition to our finding that
the Respondents were alter egos, we further find that
they violated the Act when Island insisted on a permis-
sive subject of bargaining as a condition of reaching a
successor collective-bargaining agreement.18
A proposal to alter the scope of an existing bargaining
unit is a permissive subject of bargaining. Aggregate
Industries, 361 NLRB No. 80 (2014), reaffirming and
incorporating by reference 359 NLRB No. 156, slip op.
at 3 (2013), enf. denied __ F.3d __, 2016 WL 3213001
(D.C. Cir. June 10, 2016); Grosvenor Resort, 336 NLRB
613, 617 (2001); United Technologies Corp., 292 NLRB

16 We note that in Deer Creek Electric, 362 NLRB No. 171 (2015),
the Board held that the two employers were not alter egos. Chairman
Pearce and Member McFerran did not participate in that decision and
express no views as to its correctness; Member Hirozawa dissented.
The merits of the decision aside, we find it distinguishable. In that
case, the two companies were owned by members of the same family.
The Board found that the owner of the second company had never
worked for the first and that there was no evidence of financial control
or improper motive. Although the first employer gifted equipment to
the second employer, that gift was converted into a sale 5 months later,
as the parties had originally intended. Here, conversely, Rufrano’s
daughters had worked for Island for years before starting Verde.
Moreover, as discussed above, the Respondents entered into several
backdated agreements in which Verde was able to save and defer hun-
dreds of thousands of dollars. This was done against a backdrop of
Rufrano’s clear attempt to avoid Island’s obligations under its collec-
tive-bargaining agreement.
17 The Respondents did not except to this statement, but Respondent
Island contests it in its answering brief to exceptions filed by the Gen-
eral Counsel and Union.
18 We make this finding regardless of whether the bargaining unit
here is defined in terms of job classification or, as the General Counsel
believes, the nature of the work performed. Under either method of
definition, the MOA clearly attempts to alter the scope of the unit. See
Antelope Valley Press, 311 NLRB 459, 461 (1993).
248, 249 & fn. 8 (1989), enfd. 884 F.2d 1569 (2d Cir.
1989). It is well established that “conditioning agree-
ment regarding mandatory subjects on acceptance of a
nonmandatory proposal is not good-faith bargaining. In
short, a party precludes good-faith impasse when it in-
sists on such a proposal as the price of an agreement.”
Smurfit-Stone Container Enterprises, 357 NLRB 1732,
1735–1736 (2011), enfd. sub. nom. Rock-Tenn Services
v. NLRB, 594 F.App’x 897 (9th Cir. 2014) (citing NLRB
v. Wooster Division of Borg-Warner Corp., 356 U.S. 342
(1958)); see also Jewish Center for the Aged, 220 NLRB
98, 102 (1975) (finding that the employer unlawfully
insisted to impasse on proposals to limit recognition of
the union following the employer’s plant relocation). In
Borg-Warner, the employer made a proposal containing
permissive subjects as a condition precedent to accepting
a collective-bargaining agreement—yet continued bar-
gaining over mandatory subjects. 356 U.S. at 346–347.
The Court held that
The company’s good faith has met the requirements of
the statute as to the subjects of mandatory bargaining.
But that good faith does not license the employer to re-
fuse to enter into agreements on the ground that they do
not include some proposal which is not a mandatory
subject of bargaining. We agree with the Board that
such conduct is, in substance, a refusal to bargain about
the subjects that are within the scope of mandatory bar-
gaining.
Id. at 349. The same analysis applies to Island’s conduct
here.
We reject Island’s argument that it did not strictly con-
dition a successor agreement on the MOA. It is true that
on the occasions Island President and CEO Rufrano pro-
posed the unit waiver, other issues were outstanding, and
Island remained willing to bargain. However, Rufrano
repeatedly insisted on the MOA and indicated that he
would not sign a successor agreement unless the Union
agreed to the MOA. The terms of the MOA confirm
Island’s unyielding demand that Verde employees re-
main outside the unit. Island’s assertion that it attempted
to bargain after the Union declined the unit waiver, even
if true,19 is no more a valid defense than that of the em-
ployer in Borg-Warner, which actually continued bar-
gaining. We therefore find that Island’s insistence on the
MOA constitutes an additional violation of Section
8(a)(5) and (1).20

19 Island claims that it asked the Union via email to continue bar-
gaining but there is no evidence that the Union received his offer.
20 Even assuming arguendo the Respondents are not alter egos, we
would still find a violation. Island argues, without citation to legal
support, that it is a separate entity from Verde and, to the extent that
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD8
CONCLUSIONS OF LAW
1. The Respondents are employers engaged in com-
merce within the meaning of Section 2(2), (6), and (7) of
the Act.
2. The Northeast Regional Council of Carpenters, Lo-
cal 252 (Union) is a labor organization within the mean-
ing of Section 2(5) of the Act.
3. Respondent Verde Demountable Partitions, Inc. is
an alter ego of Respondent Island Architectural Wood-
work, Inc.
4. By failing and refusing to recognize the Union as
the collective-bargaining representative of its employees
in covered classifications at Verde, and by repudiating
and failing to apply to the unit employees, the collective-
bargaining agreement between Respondent Island Archi-
tectural Woodwork, Inc. and the Union, the Respondents
have failed and refused to bargain in good faith in viola-
tion of Section 8(a)(5) and (1) of the Act.
5. By insisting, as a condition of reaching a successor
collective-bargaining agreement, that the Union agree to
alter the scope of the bargaining unit, the Respondents
have failed and refused to bargain in good faith in viola-
tion of Section 8(a)(5) and (1) of the Act.
6. The above unfair labor practices affect commerce
within the meaning of Section 2(6) and (7) of the Act.
REMEDY
Having found that the Respondents have engaged in
certain unfair labor practices, we shall order them to
cease and desist and to take certain affirmative action
designed to effectuate the policies of the Act. Specifical-
ly, we shall require the Respondents to give full force
and effect to the terms and conditions of employment
provided in the collective-bargaining agreement effective
from July 1, 2009, to June 30, 2013, and any successor
agreement, between the Union and Island for all bargain-
ing unit employees, including Verde employees in cov-
ered classifications, that is, employees performing pro-
duction work and installation. We further order the Re-
spondents to bargain in good faith with the Union as the

Island asked the Union to waive representation of the Verde employees,
in the MOA, it merely sought to clarify the status quo—i.e., the Verde
employees are not in the Island unit. The MOA, however, goes consid-
erably further. It expressly states that the Verde employees will not be
included in the bargaining unit definition even if the Board would, at
some point in the future, find that the Respondents are alter egos or
joint employers or that one of the units is an accretion of the other.
Thus, the Union’s ability to represent the Verde unit is fundamentally
constrained. See Jewish Center for the Aged, 220 NLRB at 102 (ex-
plaining that the employer’s proposals limiting the union’s recognition
deprived employees of, among other things, continued representation
by their statutory bargaining representative). Accordingly, given the
MOA’s breadth, we find that even absent an alter ego relationship,
Island unlawfully insisted on limiting the unit’s scope.
exclusive collective-bargaining representative of the bar-
gaining unit, without insisting that the Union consent to a
nonmandatory bargaining proposal as a condition of
reaching an overall agreement.
We shall also require Respondents to make whole unit
employees by, inter alia, making all delinquent contribu-
tions to the fringe benefit funds set forth in the collec-
tive-bargaining agreement that have not been made since
October 1, 2013, including any additional amounts due
the funds in accordance with Merryweather Optical Co.,
240 NLRB 1213, 1216 fn. 7 (1979).21 The Respondents
also shall be required to reimburse the unit employees for
any expenses ensuing from the failure to make the re-
quired benefit fund contributions, as set forth in Kraft
Plumbing & Heating, 252 NLRB 891, 891 fn. 2 (1980),
enfd. mem. 661 F.2d 940 (9th Cir. 1981). Such amounts
shall be computed in the manner set forth in Ogle Protec-
tion Service, 183 NLRB 682 (1970), enfd. 444 F.2d 502
(6th Cir. 1971), with interest at the rate prescribed in
New Horizons, 283 NLRB 1173 (1987), compounded
daily as prescribed in Kentucky River Medical Center,
356 NLRB 6 (2010).22 We shall also order the Respond-
ents to compensate affected employees for the adverse
tax consequences, if any, of receiving lump-sum backpay
awards, and file with the Regional Director for Region
29, within 21 days of the date the amount of backpay is
fixed, either by agreement or Board order, a report allo-
cating the backpay awards to the appropriate calendar
years for each employee. AdvoServ of New Jersey, Inc.,
363 NLRB No. 143 (2016).
ORDER
The National Labor Relations Board orders that the
Respondents, Island Architectural Woodwork, Inc. and
its alter ego Verde Demountable Partitions, Inc.,
Ronkonkoma, New York, their officers, agents, succes-
sors, and assigns, shall:
1. Cease and desist from
(a) Failing and refusing to recognize and bargain with
the Northeast Regional Counsel of Carpenters (the Un-
ion) as the exclusive collective-bargaining representative
of employees at both the Island and Verde facilities in
the following appropriate unit by refusing to apply the
2009–2013 collective-bargaining agreement and any

21 We leave to the compliance stage the question whether the Re-
spondents must pay any additional amounts into the benefit funds in
order to satisfy our make-whole remedy. Merryweather Optical Co.,
supra.
22 To the extent that an employee has made personal contributions to
a fund that are accepted by the fund in lieu of the employer’s delin-
quent contributions during the period of the delinquency, the Respond-
ents will reimburse the employee, but the amount of such reimburse-
ment will constitute a setoff to the amount that the Respondents other-
wise owe the fund.
ISLAND ARCHITECTURAL WOODWORK, INC. 9
successor agreement in effect between the Union and
Island to employees at the Verde location. The unit is:
All full-time and part-time production employees and
installers employed by the Employer, excluding all
shipping (including wrappers and packers), sanders,
maintenance and clerical employees, salesman, profes-
sional employees, guards and supervisors as defined in
the Act.
(b) Failing and refusing to bargain in good faith with
the Union as the exclusive collective-bargaining repre-
sentative of the Respondents’ employees in the bargain-
ing unit, by insisting as a condition of reaching a succes-
sor collective-bargaining agreement, that the Union con-
sent to a nonmandatory bargaining proposal.
(c) In any like or related manner interfering with, re-
straining, or coercing employees in the exercise of the
rights guaranteed them by Section 7 of the Act.
2. Take the following affirmative action necessary to
effectuate the policies of the Act.
(a) Give full force and effect to the terms and condi-
tions of employment provided in the 2009–2013 collec-
tive-bargaining agreement and any successor agreement
between the Union and Island, and apply them to the
employees in the unit described above at both the Island
and Verde locations.
(b) Recognize and, on request, bargain in good faith
with the Union as the exclusive collective-bargaining
representative of the bargaining unit, without insisting
that the Union consent to a nonmandatory bargaining
proposal as a condition of reaching an overall agreement.
(c) Make whole unit employees, with interest, for any
loss of earnings and other contractual benefits resulting
from the Respondents’ failure to apply and continue in
effect, the terms of the 2009–2013 collective-bargaining
agreement and any successor agreement, in the manner
set forth in the remedy section of this decision.
(d) Compensate unit employees for the adverse tax
consequences, if any, of receiving lump-sum make-
whole awards, and file with the Regional Director for
Region 29, within 21 days of the date the amount of
backpay is fixed, either by agreement or Board order, a
report allocating the backpay awards to the appropriate
calendar years for each employee.
(e) Preserve and, within 14 days of a request, or such
additional time as the Regional Director may allow for
good cause shown, provide at a reasonable place desig-
nated by the Board or its agents, all payroll records, so-
cial security payment records, timecards, personnel rec-
ords and reports, and all other records, including an elec-
tronic copy of such records if stored in electronic form,
necessary to analyze the amount of backpay due under
the terms of this Order.
(f) Within 14 days after service by the Region, post at
their Ronkonkoma, New York facilities copies of the
attached notice marked “Appendix.”23 Copies of the
notice, on forms provided by the Regional Director for
Region 29, after being signed by the Respondents’ au-
thorized representative, shall be posted by the Respond-
ents and maintained for 60 consecutive days in conspicu-
ous places, including all places where notices to employ-
ees are customarily posted. In addition to physical post-
ing of paper notices, notices shall be distributed electron-
ically, such as by email, posting on an intranet or an in-
ternet site, and/or other electronic means, if the Respond-
ents customarily communicate with their employees by
such means. Reasonable steps shall be taken by the Re-
spondents to ensure that the notices are not altered, de-
faced, or covered by any other material. If the Respond-
ents have gone out of business or closed the facilities
involved in these proceedings, the Respondents shall
duplicate and mail, at their own expense, a copy of the
notice to all current employees and former employees
employed by the Respondents at any time since October
1, 2013.
(g) Within 21 days after service by the Region, file
with the Regional Director for Region 29 a sworn certifi-
cation of a responsible official on a form provided by the
Region attesting to the steps that the Respondent has
taken to comply.
Dated, Washington, D.C. August 12, 2016
______________________________________
Mark Gaston Pearce, Chairman
______________________________________
Kent Y. Hirozawa, Member
______________________________________
Lauren McFerran, Member
(SEAL) NATIONAL LABOR RELATIONS BOARD

23 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.”
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD10
APPENDIX
NOTICE TO EMPLOYEES
POSTED BY ORDER OF THE
NATIONAL LABOR RELATIONS BOARD
An Agency of the United States Government
The National Labor Relations Board has found that we
violated Federal labor law and has ordered us to post and
obey this notice.
FEDERAL LAW GIVES YOU THE RIGHT TO
Form, join, or assist a union
Choose representatives to bargain with us on
your behalf
Act together with other employees for your bene-
fit and protection
Choose not to engage in any of these protected
activities.
WE WILL NOT fail and refuse to recognize and bargain
with the Northeast Regional Counsel of Carpenters (the
Union) as the exclusive collective-bargaining representa-
tive of employees at both the Island and Verde facilities
in the following appropriate unit by refusing to apply the
2009–2013 collective-bargaining agreement and any
successor agreement in effect between the Union and
Island to our unit employees at the Verde location. The
unit is:
All full-time and part-time production employees and
installers employed by the Employer, excluding all
shipping (including wrappers and packers), sanders,
maintenance and clerical employees, salesman, profes-
sional employees, guards and supervisors as defined in
the Act.
WE WILL NOT fail and refuse to bargain in good faith
with the Union as the exclusive collective-bargaining
representative of our employees in the bargaining unit,
by insisting as a condition of reaching a successor collec-
tive-bargaining agreement, that the Union consent to a
nonmandatory bargaining proposal.
WE WILL NOT in any like or related manner interfere
with, restrain, or coerce you in the exercise of the rights
listed above.
WE WILL give full force and effect to the terms and
conditions of our 2009–2013 collective-bargaining
agreement and any successor agreement between the
Union and Island and apply them to our employees in the
unit described above at both the Island and Verde facili-
ties.
WE WILL recognize and, on request, bargain in good
faith with the Union as the exclusive collective-
bargaining representative of the bargaining unit with
respect to a successor agreement, without insisting that
the Union consent to a nonmandatory bargaining pro-
posal as a condition of reaching an overall agreement.
WE WILL make our unit employees whole, with inter-
est, for any loss of earnings and other contractual bene-
fits suffered as a result of our failure to apply and contin-
ue in effect the terms of the 2009–2013 collective-
bargaining agreement and any successor agreement.
WE WILL compensate our unit employees for the ad-
verse tax consequences, if any, of receiving lump-sum
make-whole awards, and WE WILL file with the Regional
Director for Region 29, within 21 days of the date the
amount of backpay is fixed, either by agreement or
Board order, a report allocating the backpay awards to
the appropriate calendar years for each employee.
ISLAND ARCHITECTURAL WOODWORK, INC.,
AND VERDE DEMOUNTABLE PARTITIONS, INC.,
ALTER EGOS
The Board’s decision can be found at
https://www.nlrb.gov/case/29-CA-124027 or by using the
QR code below. Alternatively, you can obtain a copy of the
decision from the Executive Secretary, National Labor Re-
lations Board, 1015 Half Street, S.E., Washington, D.C.
20570, or by calling (202) 273–1940.
Marcia E. Adams Esq.,for the General Counsel.
Harry Liolis Esq. counsel for Verde Demountable Partitions,
Inc., Jeff A. Meyer Esq., and David A. Tauster Esq., counsel
for Island Architectural Woodwork Inc., Curtis T. Jameson,
Esq., counsel for the Charging Party.
DECISION
STATEMENT OF THE CASE
RAYMOND P. GREEN, Administrative Law Judge. I heard this
case on February 25 and 26, 2015, in Brooklyn, New York.
The charge and the amended charge were filed on March 10
and April 17, 2014. The Complaint that was issued on Decem-
ber 22, 2014, alleged as follows:
1. That the Union has been recognized by Island Architec-
tural Woodwork Inc., pursuant to Section 9(a) of the Act and
has maintained a contract effective from July 1, 2009, to June
30, 2013.
2. That in or about October 2013, the owners and managers
of Island set up Verde Demountable Partitions Inc., for the
ISLAND ARCHITECTURAL WOODWORK, INC. 11
purpose of evading the contractual obligations that Island had
with the Union.
3. That in or about October 2013, Verde has performed work
previously performed by the employees of Island.
4. That since October 2013, Verde has not applied the terms
of the collective bargaining agreement to its employees.
5. That after January 13, 2014, Island has insisted as a condi-
tion of reaching a new agreement, that the Union permit Verde
to perform work normally performed by Island.
6. That in February 2014, Island demanded that the Union
agree that Verde’s employees were not in the bargaining unit
and that the Union waive any claims over such work performed
by Verde.
7. That Island and Verde are alter egos.
On the entire record,1 including my observation of the de-
meanor of the witnesses, and after considering the briefs filed, I
make the following
FINDINGS AND CONCLUSIONS
I. JURISDICTION
It is admitted and I find that the Respondents are employers
engaged in commerce within the meaning of Section 2(1), (6),
and (7) of the Act. I also find that the Union is a labor organi-
zation within the meaning of Section 2(5) of the Act.
II. THE ALLEGED UNFAIR LABOR PRACTICES
Island Architectural is a corporation that is engaged in the
manufacture of high end custom made wood products used in
offices and commercial buildings. Most of its customers, many
of which are large banks and financial institutions, are located
in the New York metropolitan area. Island was formed in or
about 2005 by Edward Rufrano and two other people who were
the shareholders at the time. Thereafter, Rufrano bought out
the shares of Roger Stevens who was one of the founders. At
this time, the shareholders of Island are Rufrano, Angelo
DeMarco, and the two sons of Stevens. As far as Island’s man-
agement, the evidence shows that Rufrano is the president and
chief executive officer while DeMarco is the second in com-
mand. I also note that Rufrano has two daughters, Tracey
D’Agata and Jessica Ondrush, both of whom, although having
no ownership interest in the company, have worked for Island
for many years.
Island and the Union have maintained a collective-
bargaining relationship for a number of years and the last col-
lective bargaining agreement ran from July 1, 2009, to June 30,
2013. The bargaining unit consists of:
All full-time and part-time production employees and install-
ers employed by the Employer, excluding all shipping (in-
cluding wrappers and packers), sanders, maintenance and
clerical employees, salesman, professional employees, guards
and supervisors as defined in the Act.
After the contract’s expiration, the parties, with some delay,

1 The General Counsel’s unopposed Motion to Correct the Record is
granted.
entered into contract negotiations. In this regard, the parties
executed two consecutive interim agreements which extended
the terms of the expired contract until a new agreement was
reached or until either side gave notice of termination. At the
present time, the company and the Union have not terminated
the interim agreements and the company has continued to pay
the wages and benefits in accordance with the terms of the ex-
pired contract. The evidence also shows that at least in some
respects, the parties were fairly close to reaching a new agree-
ment.
A great deal of Island’s business is derived from a long
standing relationship that it has with the largest architectural
firm in the world. Much of its production is done for major
banks and other large financial institutions.
Before the great recession, one of Island’s main customers
was Lehman Brothers. And when that company imploded in
2008, Island lost a substantial amount of business not only from
that customer but also from other bank customers who were
affected by the financial crisis. Thus, in or about 2006, Island
employed about 59 or 60 bargaining unit production employ-
ees, whereas by October 2013, that number had declined to
about 30.
In or around 2007, Island began making a product which was
a wood based demountable partition designed by the architec-
tural firm. These were sold to and installed at Lehman Broth-
ers. To explain, these were custom made floor to ceiling wood
veneered/glass partitions that could be moved around to create
different office spaces within a building. They were not the
type of movable partitions that are typically used to create cu-
bicle offices and they are not the same as other demountable
floor to ceiling partitions that are made of metal, glass and
cloth. The latter are much less expensive to make. This product
was licensed to Island by the architectural firm and was given
the name of “Island Verde Green Demountable System.” This
was marketed by the Respondent and was included in its prod-
uct brochures and video sales material. The name “Verde” re-
fers to the idea that the product would be produced with
“green” materials and therefore would be an added inducement
for potential customers.
At the time that Island was making these custom made de-
mountable partitions for Lehman Brothers, Jeffrey Brite who
was employed at the architectural firm, thought that they were
great and wanted Island to expand this product so that it could
be made on a larger scale and not simply on a custom limited
edition basis. The problem was that as a premium product, the
cost of producing these types of wood veneer partitions was a
lot more expensive than producing the metal, glass, and cloth
partitions. And given the recession and cutbacks by potential
customers, this idea was not feasible at that time. That is, the
production of this type of product did not attract many custom-
ers and was expensive to produce for those limited orders that
were received.
In or around 2008, Island hired an efficiency expert with the
goal of increasing its competitiveness in the industry. The re-
sult was that new automated machinery was purchased and
through “lean engineering” the entire manufacturing process
was made more efficient. One result of this process was that by
2013, one of the three buildings that Island had previously
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD12
used, became seriously underutilized and the bulk of the work
was moved to the main building. (The second building was
basically used as a warehouse).
The underutilized building was located at 20 Haynes Street
and was called the back building. By September 2013, there
were only five bargaining unit production employees working
at the back building. By October 2013, there were only three,
inasmuch as two were transferred back to the main building in
September. The back building also contained a number of ma-
chines including two numerically controlled machines that
although perfectly good, were not being used. Thus, for all
practical purposes, by October 2013, there were about 25 plus
production employees working at the main building and only 2
to 3 unit employees working at the back building.
During the period after the Lehman Brothers collapse and
2013, the Respondent apparently made a small number of sales
of the Verde demountable partitions. But it does not seem that
this generated much business on any regular basis. Neverthe-
less, people at the architectural firm still liked the product and
were interested in producing these partitions in greater numbers
on a more standardized basis. Rufrano, although thinking that
this product might have a future, did not want at his age, to
undertake the expansion of his business that this might entail;
preferring instead to run a customized wood shop. As a result,
Rufrano tried without success to sell its license to other compa-
nies.
The evidence shows that sometime in 2012 or 2013, Jeffrey
Brite who worked at the architectural firm came up with the
idea of creating a new enterprise to market the Verde demount-
able partitions. In essence, he rounded up some independent
investors and in conjunction with Rufrano’s daughters, they
formed a new company called Verde Demountable Partitions,
Inc.
The new company is owned as follows: Rufrano’s daugh-
ters, Tracey D’Agata and Jessica Ondrush each have 32 percent
of the shares. Jeffrey Brite, Allan Schatten, (a friend of
Rufrano), and the architectural firm own the remaining 36
percentof the shares. Neither Rufrano, DeMarco nor the two
Steven’s sons have any ownership interest in the new company.
There is no evidence that Rufrano advanced any money to his
daughters in relation to the start up of Verde Demountable Par-
titions, Inc. There is also no evidence that any of the owners of
Island have derived or expect to receive any financial gain from
Verde Demountable Partitions.
Verde Demountable Partitions paid Island $750,000 for the
product license. It also leased, at $11 per square foot, the back
building that had previously been used by Island and was large-
ly unused in October 2013. Additionally, Verde has leased
from Island, the numerically controlled machines that were
languishing in the back building with an option to purchase
them at the end of the lease period for $1.
The evidence shows that from its inception, Island has per-
formed certain services for Verde on a cost plus basis. These
services included machine repair, wood finishing, and transpor-
tation. This originally was an informal arrangement that was
incorporated into a written agreement executed a year later in
October of 2014.
The parties entered into a stipulation that Island and Verde
(a) employ the law firm of McGinity & McGinity for corporate
filings; (b) employ the accounting firm of Shalik Morris, LLP;
(c) have bank accounts at the same branch of Bank of America;
(d) employ Hugo Cruz and Cathy (LNU) to clean their build-
ings; (e) utilize Jem Security Systems for fire and burglar alarm
services; (f) utilize AXE at 6268 Jericho Turnpike in Com-
mack, New York, for computer maintenance, (g) utilize Island
employee Mike Menichini to service their production ma-
chines; (h) utilize Chris Vorisek and Joe Pecorella for plumbing
services; (i) utilize Carr Business Systems to service their copi-
er machines; (j) utilize D&D Electric Motors and Compressors
for electrical work; (k) utilize Eniro HVAC Corp. for heat and
air conditioning maintenance and (l) utilize Brentwood Door
Co., to maintain and repair doors.
Additionally, the parties stipulated that Irek Sionina worked
for Island before being hired by Verde.
Verde commenced operations in October 2013 in the back
building after the Island employees who had worked there had
been moved back to Island’s main building. At the start, Verde
offered a job to and hired Jose Aguilera who was a long term
employee of Island and who was in the bargaining unit. The
evidence also shows that Verde hired Christian Questo, another
production employee who had been employed by Island for
only a very short time before October. Thereafter, all produc-
tion employees hired by Verde were new people who had not
been employed by Island. Thus, with these exceptions, there
have been no instances of bargaining unit people leaving Island
and going to work for Verde.2 Further, there has been no inter-
change of bargaining unit employees between the two compa-
nies. Additionally, there is no evidence of any Island people
supervising the employees of Verde and no evidence that there
is any common control by either enterprise over the labor rela-
tions of the other.
The evidence shows that no bargaining unit employees of Is-
land were laid off or discharged as a result of Verde’s creation
as a separate business enterprise. Nor is there any evidence that
this has resulted in bargaining unit employees who have re-
mained at Island, having suffered any diminution of their pay
because of fewer hours worked. During this entire period, the
Union and Island have been negotiating for a new collective
bargaining agreement and the company has agreed to maintain
the terms and conditions of the expired contract. As such, the
creation of Verde has not resulted in Island’s bargaining unit
employees losing any of their existing benefits. As such, the
creation of Verde as a separate enterprise, has not resulted in
any harm to the existing complement of Island’s bargaining
unit employees. In my opinion, this mitigates against any con-
clusion that Island had the intent to evade its contractual obliga-
tions to its existing complement of employees who were repre-
sented by the Union.
The testimony was that as of the time of the hearing, the pro-

2 Jessie Capiello, a nonunit employee of Island, left that company to
join Verde. He was employed as a person who designed products and
was familiar with the design and production of the demountable parti-
tions. As noted above, the parties stipulated that Irek Sionina worked
for Island before being hired by Verde. But as far as I can tell, that
person was not in the Island bargaining unit.
ISLAND ARCHITECTURAL WOODWORK, INC. 13
duction and sale of the demountable partitions was not yet prof-
itable. However, hope springs eternal, and when asked why he
would burden his daughter with a loss producing business,
Rufrano testified that he anticipated that this would eventually
turn out to be a very profitable venture given the financial and
marketing backing of the architectural firm.
With respect to the negotiations between Island and the Un-
ion, the evidence shows that bargaining for a new contract
commenced in September 2013. At a meeting in November
2013, Rufrano notified the Union that his daughter was operat-
ing a new business in the back building. When asked about this,
Rufrano stated that this was a separate business and that he had
no financial interest in it.
At a meeting in February 2014, Rufrano met with the Un-
ion’s president and asked that the Union release any claims to
Verde’s work or employees. Following this conversation, Is-
land sent to the Union a memorandum of agreement that pro-
posed that the Union agree that Verde’s employees would not
be part of the bargaining unit; that Verde and Island could not
be construed as an alter ego or joint employer; and that the
Union waive its right to file any past or future grievances over
work performed by Verde’s employees. When this was de-
clined, the Union requested additional meeting dates. Based on
the credited evidence, Rufrano declined to agree to any more
meetings except on condition that the terms of the company’s
proposal be met. The testimony of the Union’s representatives
was that Rufrano asserted that the partitions could be manufac-
tured more cheaply if it could be done under nonunion rates.
III ANALYSIS
It is the General Counsel’s contention that Verde is the alter
ego of Island and therefore that Verde would be obligated un-
der the Act to recognize and bargain with the Union as a single
entity with Island. It also is contended that as an alter ego,
Verde is obligated to make whole its employees to the extent
that they were not paid the wages or benefits received by Is-
land’s employees. I don’t agree.
In determining whether one employer is the “alter ego” of
another, the Board looks to whether the two enterprises have
“substantially identical management, business purpose, opera-
tion, equipment, customers and supervision, as well as owner-
ship.” Advance Electric, Inc., 268 NLRB 1001 (1984), enfd. as
modified, 748 F.2d 1001 (5th Cir. 1984); Crawford Door Sales
Co., 226 NLRB 1144 (1976). The Board has held that no one
factor is a prerequisite to finding an alter ego. Perma Coating,
Inc., 293 NLRB 803 (l989).
A finding of alter ego is often applied to situations in which
the Board finds that what purports to be two separate employers
are, in fact, one employer and where the contract signatory
employer is either not honoring its bargaining obligations
and/or there is a question of who should pay what is owed by
an employer that has committed unfair labor practices. In some
cases the issue of alter ego has been raised when one company
ostensibly goes out of business to avoid liabilities, but then
reopens under a new name. Other cases involve situations
where a Respondent does not have the assets to satisfy a
backpay liability and the General Counsel is seeking to find a
deeper pocket. In still other cases, one company transfers bar-
gaining unit work to another related company in an effort to
avoid paying the contractual obligated wages and benefits to its
employees. In all of these types of cases, the Board has held
that it is relevant to consider whether the alleged alter ego was
created for the purpose of evading a company’s bargaining
obligations.
Some courts, including the Second Circuit, have held that an
alter ego can only be established, even if all other factors are
present, if it has been shown that the new entity was created for
the purpose of evading the original enterprise’s legal obliga-
tions. (This would be similar in concept to a fraudulent convey-
ance). See NLRB v. Lihli Fashions, 80 F3d 745 (2nd Cir,
1996), where the Court affirmed the Board on the issue of sin-
gle employer but reversed on the alter ego issue. In that case,
the Court held that in order to find one employer to be the alter
ego of another (for purposes of derivative liability), there had to
be evidence showing intent to defraud.
On the other hand, Board decisions have concluded that
while a motive to avoid bargaining can help establish alter ego
status, it is not a requirement to finding a violation or liability
by the new entity because it is important to protect the interests
of the employees, regardless of the employer’s motive in mak-
ing the corporate changes. See for e.g., Allcoast Transfer, 271
NLRB 1374 (1984), enfd. 780 F.2d 576 (6th Cir. 1986); John-
stown Corp. and/or Stardyne, Inc., 313 NLRB 170 (1993),
enfd. in part 41 F.3d 141 (3d Cir. 1994); CEK Industrial Me-
chanical Contractors, 295 NLRB 635 (1989).
It is the Board’s current view that a showing of intent to de-
fraud may be a relevant but not a necessary factor. Thus, in
Park Maintenance et al., 348 NLRB 1373 (2006), a Board ma-
jority affirmed the Judge’s alter ego finding, albeit then Chair-
man Battista stated that in his view, the General Counsel must
show, among other things, an intent to avoid legal obligations
under the Act in order to prove alter ego status.
In many of the cases I have reviewed, the outcome was pret-
ty obvious as the facts were relatively clear cut and either
showed that the involved companies were alter egos or not.
This issue becomes a problem when the facts, such as those in
the present case, are more ambiguous.
The evidence in the present case shows that Verde operates
in the same sphere of business as Island; that it is located in a
facility and uses machinery that used to be part of Island’s op-
erations; that Island performs significant services for Verde;
and that at least two of Verde’s owners are the daughters of the
principal owner and chief executive officer of Island. Moreo-
ver, the business being done by Verde, (producing wooden
demountable partitions), is work that was, at one time, done by
Island.
On the other hand, the evidence shows that the owners of
Verde are not the same people who own Island and Verde’s
ownership includes individuals and businesses that have no
familial relationship with Island’s owners. In addition, the evi-
dence shows that Island’s management does not exercise con-
trol over Verde’s business operations; that Verde, and not Is-
land, supervises, hires, fires and controls the labor relations of
its own employees; that there is no interchange of production
employees between the two companies; and that with two ex-
ceptions, Verde’s production employees were not employed by
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD14
Island contemporaneously with when Verde commenced its
operations. Finally, the evidence shows that when Verde was
created and commenced operations, this transaction had virtual-
ly no adverse affect on Island’s bargaining unit employees who,
despite the expiration of the existing contract, continued to be
paid and receive benefits in accordance with the agreement
between Island and the Union to continue the collective bar-
gaining agreement. No bargaining Island unit employees were
laid off and those who chose to remain employed by Island did
not have their pay or existing benefits reduced.
There have been cases where the Board has concluded that
two or more businesses which did not have common ownership
were nevertheless alter egos.
For example in Citywide Services Corp., 317 NLRB 861
(1999), the Board held that two companies were alter egos
based on the finding that a newly established corporation was
in reality a “disguised continuance” of the older employer and
was, in effect, a “sham.” In that case, the prior company was
called Citywide and the successor company was called Hudson.
Citywide had been owned and operated by a person named
Richmond and the evidence showed that in order to avoid pay-
ing money owed to Local 32B/J, he ostensibly went out of
business, but through his wife, funded the start of Hudson, a
company ostensibly owned by a man named Giacoia who was
the former vice president of Citywide. In addition, there was
evidence that Richmond continued to be involved in Hudson’s
affairs after claiming that he had left the business. The Judge
stated:
It must be reemphasized that Hudson was formed 5 months
before Citywide closed, and began operating 2 months before
Citywide closed. Hudson was formed with capital from the
Richman family, the sole investor. That transaction was not
an arm’s-length business arrangement which could be ex-
pected from two separate entities. The loan of $60,000 was
not evidenced by writing, and it was repaid in cash in small
amounts delivered to Richman. It may be said that manage-
ment remained substantially identical. Richman took an active
role in the formation of Hudson, participating in ensuring that
a friendly union was obtained, and in directing the removal of
equipment and supplies from Citywide to Hudson, and in se-
lecting the ‘‘best’’ workers for Hudson. Giacoia sought ad-
vice from Richman concerning whether Rivas should contin-
ue in Hudson’s employ.
The business purpose and operation of the two companies
was identical: they were both involved in the commercial
cleaning of offices. Hudson used much of the same equipment
and supplies which it initially obtained from Citywide. Hud-
son’s customers were obtained from Citywide in the startup
phase, and were solicited by Citywide’s sales representatives,
who became employed by Hudson. . . . The supervisors, too,
transferred from Citywide to Hudson. They supervised em-
ployees who also transferred from Citywide and who per-
formed the same work, with the same equipment, for the same
customers, when employed at Hudson. . . . Citywide paid
Hudson’s first payroll, making such wage payments to em-
ployees who were transferred from Citywide to another com-
pany and then to Hudson’s payroll. Citywide also paid for the
purchase of a fax machine, air conditioners, and the installa-
tion of a computer program. Large amounts of supplies and
equipment were moved from Citywide to Hudson without
compensation. Supplies left on jobsites by Citywide were, de-
spite industry practice, not retrieved by that company, but
were taken by Hudson, also without compensation.
Citywide’s accounts were permitted to be solicited by its em-
ployees for Hudson, while still on Citywide’s payroll, and no
compensation was made for those accounts, although
Citywide had received payment for other accounts assigned to
other cleaning companies.
It also appears that Hudson was formed so that Citywide
could avoid its obligation to Local 32B. Citywide owed
enormous sums of money to the Local 32B funds and simply
stopped making payments to those funds. It is clear that
Richman devised a plan to continue operation through Hud-
son with a new, more acceptable union, and make it appear
that Citywide was closing its operations. This is supported by
the testimony of Rivas that, beginning in early April 1991,
Giacoia told him to replace the Local 32B members who were
working on Citywide’s jobs with nonunion workers. The Lo-
cal 32B employees were either laid off or had their hours re-
duced. He stated that at the time he left Citywide in October,
90 percent of the jobs were being serviced by nonunion work-
ers.
I accordingly find and conclude that Hudson was merely a
disguised continuance of Citywide, and that the closing of
Citywide and the opening and operation of Hudson was moti-
vated by a desire to avoid dealing with Local 32B and in an
effort by Citywide to avoid its obligations to Local 32B. I
therefore find that Hudson is an alter ego of Citywide. (Cita-
tions omitted).
In Fugazy International, 265 NLRB 1301 (1982), the Board
found that two companies were alter egos notwithstanding their
lack of formal common ownership. The facts of that case are
too long to describe here but it is clear from the Board’s com-
prehensive decision that the evidence there, similar to the evi-
dence in Citywide, revealed that the second company was, in
effect, a sham enterprise, set up by the original owner for the
purpose of evading legal obligations to a union. Indeed, as the
owner of the second company was only there to disguise the
continued ownership interest of the original owner, it should be
concluded that there was common ownership; inasmuch as
there really was only one owner. See also American Pacific
Concrete Pipe Co., 262 NLRB 1223, 1226 (1982), where de-
spite the lack of common ownership the Board found two com-
panies to be alter egos when they had substantially identical
business purpose, operations, equipment, and where it was
concluded that one exercised almost total control over the oth-
er’s labor relations.
In some cases the Board has concluded that two or more
companies were commonly owned where ownership of each,
although held by separate persons, was held within a single
family. For example, in Kenmore Contracting Co., 289 NLRB
336 (1988), the Board found that two companies, owned re-
spectively by the parents and their children, were commonly
owned. In that case, the Board noted that the two Hanley chil-
ISLAND ARCHITECTURAL WOODWORK, INC. 15
dren, who were the owners of nonunion Sloan Erectors, were
financially dependent on their parents who were the owners of
the unionized Kenmore, and that the children capitalized the
company they ostensibly owned through indirect contributions
from their parents. See also, D.I.C. Mfg. Corp., 294 NLRB 426
(1989) involving a similar set of facts.
In Advance Electric, Inc., 268 NLRB 1001 (1984), the Board
concluded that two corporations were alter egos because they
were owned by members of the same family, had common
management and supervision and because the newer company
was created for the purpose of allowing the older company to
evade its obligation to honor its collective bargaining with the
Union.
In First Class Maintenance Services, 289 NLRB 484, 485
(1988), the Board explained its rationale for finding that nomi-
nally separate businesses owned by close family members
should be considered, in some circumstances, to be commonly
owned for alter ego purposes. It stated:
[A] finding of substantially identical ownership is not com-
pelled merely because a close familial relationship is present
between the owners of two companies. Rather, each case
must be examined in the light of all the surrounding circum-
stances. In particular, the Board focuses on whether the own-
ers of one company retained financial control over the opera-
tions of the other. . . .
Applying this principle, the Board has indicated that it will
only find common ownership in the “close familial relation-
ship” context when “the owners of one company exercise
considerable financial control over the alter ego.” Adanac
Coal Co., 293 NLRB 290, 290 (1989) (finding no common
ownership despite alleged alter egos being owned by broth-
ers); see also Midwest Precision Heating & Cooling, Inc., 341
NLRB 435 (2004), enfd. 408 F.3d 450 (8th Cir. 2005). Thus,
the inquiry at the heart of the “close familial relationship” in-
ference concerns the degree of financial control the owner of
one company has over the other company.3
As indicated by the quotation cited above, the fact that two
companies are owned by members of the same family does not
mean, a fortiorari, that they should be construed as being alter
egos even if they have some of the other indicia relevant to
alter ego status.
In Cadillac Asphalt Paving Co., 349 NLBB 6, 8 (2007), the
Board held that two employers neither constituted a single em-
ployer nor were alter egos; albeit it concluded that one was a
“successor” to the other. With respect to the issue of common

3 First Class Maintenance supra, was cited in support of the majority
opinion in US Reinforcing Inc., 350 NLRB 404, 406 (2007). The latter
case had an interesting twist inasmuch as the Board rejected the conten-
tion that there was common ownership based on the fact that the owner
of a newly created company was the unmarried cohabitant of the owner
of the old company. Although stating that it was not foreclosing this
possibility in the future, the facts of the case did not sufficiently
demonstrate that the owner of the old company exercised substantial
control over the new company.
ownership, the Board stated that it has only found alter egos in
the absence of common ownership where both companies were
“either wholly owned by members of the same family or nearly
totally owned by the same individual or where the older com-
pany maintained substantial control over the new company.”
The Board also opined that although it will consider whether a
second company was created in order to allow the old employer
to “evade responsibility under the Act,” unlawful motivation is
not a necessary element of an alter ego finding. In reviewing
the facts of the case, the Board noted that there was substantial-
ly common supervision and operations and that the two compa-
nies had substantially identical business purposes, equipment,
premises and customers. Nevertheless, the Board refused to
find that they were alter egos, stating that this evidence, “does
not outweigh the aforementioned evidence showing separate
ownership and control and the lack of identical management, as
well as the lack of evidence to suggest that LLC was formed for
other than legitimate business reasons.”
In L & J Equipment Co., 274 NLRB 20, 27–28 (1985), the
Board affirmed the decision of the Administrative Law Judge
who concluded that a new business enterprise, Willow Tree,
was not an alter ego of L & J, where the owners of Willow Tree
were the children of the owners of L & J and where the two
companies were engaged in substantially similar businesses.
The Judge noted that Willow had received significant financial
support from L & J in the form of unsecured loans at below
market rates, plus debt forgiveness and forbearance. The Judge
additionally noted that; “Willow Tree benefited in its formative
period from the use of L & J’s office facilities from family land
connections; from L & J’s co-indemnification agreement to
support its land reclamation bond, from the extensive credit
arrangements above described; from the generously flexible
lease/purchase relationship on heavy equipment and from other
operating items furnished gratis; from association with L & J or
its satellite companies when Willow Tree applied for its mining
license, and in other ways. L & J also was the principal pur-
chaser of Willow Tree’s coal.”
Despite finding that Willow Tree had basically the same
business purpose as L & J, and that it used some of the same
equipment through generous lease agreements, the Judge con-
cluded that Willow Tree was maintained as an independent
corporation with respect to its operations and control of its own
labor relations. The Judge concluded that between L & J and
Willow, there were no common officers, directors, shareholders
or supervisors and that there was no employee interchange. He
concluded that after the summer of 1982, the two companies
were physically and administratively apart where James
Filiaggi controlled operations, administration, and labor rela-
tions for L & J, while Richard Filiaggi did the same for Willow
Tree.
After considering the facts in the present case in light of the
multi-factor test set forth in the cases described above, it is my
conclusion that the balance of the evidence shows that Verde
Demountable Partitions Inc., is not the alter ego of Island Ar-
chitectural Woodwork, Inc. As such, I shall recommend that
this allegation of the Complaint be dismissed.
The General Counsel also contends that the Respondent vio-
lated Section 8(a)(5) by insisting on a contract wherein the
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD16
Union would agree that Verde’s employees would not be part
of the bargaining unit; that Verde and Island could not be con-
strued as an alter ego or joint employer; and that the Union
would waive its right to file any past or future grievances over
work performed by Verde’s employees. In this regard, the Gen-
eral Counsel contends that this was a permissive subject of
bargaining and under NLRB v. Borg-Warner Corp., 356 U.S.
342 (1958), the Respondent could not legally insist that the
Union agree to this proposal.
The proffered Memorandum of Agreement contained a
waiver of the Union’s right to assert that Verde’s employees
were in the bargaining unit and to exclude any work performed
by Verde’s employees from coverage under any negotiated
contract between Island and the Union. As stated by the Gen-
eral Counsel; “Clearly, this proposal was an attempt to cement
Respondent’s primary goal in creating the alter ego; remove the
Verde partition work from the burden of the Union contract and
ensure that Respondent Verde employees “would never e con-
sidered members of the bargaining unit.”
Assuming that Verde was found to be an alter ego of Island,
the Respondent’s insistence on this proposal would be a viola-
tion of the Act because it would essentially be an attempt to
alter the recognized collective bargaining unit. If Verde was
found to be an alter ego of Island then any additional produc-
tion employees hired by Verde would accrete to the existing
bargaining unit. But if it is found that Verde is not an alter ego
with Island, then the proposal merely insists on maintaining the
status quo which would be that Verde’s employees would not
be part of the bargaining unit. And since I have concluded that
Verde is not an alter ego of Island, then the insistence on this
proposal, cannot violate Section 8(a)(5) of the Act.
CONCLUSION
For the reasons stated above, I conclude that the Complaint
should be dismissed.
Dated, Washington, D.C. May 8, 2015