Oklahoma Fixture Co.

National Labor Relations Board - Board Decisions

Apr 4, 2001

333 N.L.R.B. 804 (N.L.R.B. 2001)

DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 804
Oklahoma Fixture Company and Carpenters District
Council of North Central Texas, affiliated with
United Brotherhood of Carpenters & Joiners of
America, AFL–CIO and Oklahoma Installation
Company, Party in Interest. Case 16–CA–16265
April 4, 2001
DECISION AND ORDER
BY MEMBERS LIEBMAN, HURTGEN, AND
WALSH
Based on a charge filed September 1, 1993, by Carpen-
ters District Council of North Central Texas, affiliated
with United Brotherhood of Carpenters and Joiners of
America, AFL-CIO (the Union), the General Counsel of
the National Labor Relations Board issued a complaint
May 31, 1995, against Oklahoma Fixture Company (the
Respondent or OFC), alleging that it violated Section
8(a)(5) and (1) of the Act by refusing to bargain collec-
tively in good faith with the Union as the exclusive col-
lective-bargaining representative of the employees in the
bargaining unit. The Respondent filed a timely answer
admitting in part and denying in part the allegations of
the complaint.
On April 9, 1996, the Respondent and Oklahoma In-
stallation Company (OIC), the Union, and the General
Counsel filed with the Board a stipulation of facts and a
motion to transfer this case to the Board. The parties
agreed that the charge, the complaint, the answer to the
complaint, and the stipulation, including attached exhib-
its, shall constitute the entire record in this proceeding
and that no oral testimony is necessary or desired. The
parties further waived a hearing before an administrative
law judge and the issuance of an administrative law
judge’s decision. On September 30, 1996, the Board
approved the stipulation and transferred the proceeding
to the Board for issuance of a decision and order. The
General Counsel, the Respondent, and the Union each
filed briefs, and the Respondent and the Union each filed
reply briefs.
The National Labor Relations Board has delegated its
authority in this proceeding to a three-member panel.
On the entire record and the briefs, the Board makes
the following
FINDINGS OF FACT
I. JURISDICTION
OFC, an Oklahoma corporation with an office and
place of business in Tulsa, Oklahoma, is engaged in the
manufacture and installation of retail store fixtures and
custom architectural woodwork throughout the United
States. During the 12-month period preceding the stipu-
lation discussed above, OFC, in conducting its business
operations, sold and shipped from its Tulsa, Oklahoma
facility goods valued in excess of $50,000 directly to
customers located in the State of Texas.
The General Counsel alleges in the complaint, the Re-
spondent’s answer admits, and we find that OFC is an
employer engaged in commerce within the meaning of
Section 2(2), (6), and (7) of the Act, and that the Union is
a labor organization within the meaning of Section 2(5)
of the Act.
II. ALLEGED UNFAIR LABOR PRACTICES
A. Facts
The parties stipulated to the following facts:
1. OFC ownership, directors, & management structure
In March 1987, OFC was purchased by the following
individuals, whose ownership interest was as indicated
opposite their names:

Ron Line 51 Shares
Larry Bishop 8 Shares
Duane Walker 5 Shares
Mark Cavins 5 Shares
Faye Parrish 5 Shares
Jim Philip 2 Shares

Presently, Ron Line owns 84 percent of OFC’s stock.
Duane Walker and Mark Cavins each own 8 percent of
OFC’s stock. Ron Line, Duane Walker, Mark Cavins,
and Mike Raburn are the current directors of OFC.
At all material times, the individuals named below
have held the positions set forth opposite their names and
have been agents of OFC within the meaning of Section
2(13) of the Act:

Ron Line OFC President
Duane Walker OFC Executive
Vice President
Mark Cavins OFC Vice President
Mike Raburn OFC Vice President
William D.Wood OFC Treasurer and
Chief Financial Officer
David James OFC Secretary
Stephen Andrew Attorney
Faye Parrish Secretary, 1987–1989

2. OIC ownership, directors, & management structure
OIC was formed on May 18, 1987, and is an Oklahoma
corporation engaged in the installation of retail store fix-
tures and other custom woodwork throughout the United
States. When it was formed, OIC was a “C” corporation
for tax purposes; but, on January 1, 1989, OIC elected to
be treated as a “Subchapter S” corporation for tax pur-
poses. The original shareholders of OIC were William
“Jack” Boler (5 shares) and a voting trust as authorized by
333 NLRB No. 95
OKLAHOMA FIXTURE CO. 805
the statutes of the State of Oklahoma. The voting trustee
was David James. The beneficial owners of the voting
trust were Ron Line (51 shares), Duane Walker (10
shares), Mark Cavins (10 shares), Phil Kyle (5 shares), Jim
Philip (2 shares), and Faye Parrish (2 shares).
Currently, OIC is owned by a voting trust, the benefi-
ciaries of which are Ron Line (72-percent interest),
Duane Walker (14-percent interest), and Mark Cavins
(14-percent interest). David James is the trustee of the
voting trust. The voting trust has the power to vote the
shares of OIC and elects OIC’s board of directors.
Since September 1994, the Board of Directors of OIC
has been composed of William D. Wood and James
Bigelow. Prior to September 1994, Jack Boler and
David James were the directors of OIC.
During the dates indicated, the individuals named be-
low have held the positions set forth opposite their names
and have been agents of OIC within the meaning of Sec-
tion 2(13) of the Act:

James Bigelow1 OIC President
9/94 to Present
Andrew Richardson OIC Secretary
9/94 to Present
William D. Wood OIC Treasurer
9/94 to Present
Jack Boler OIC President
1987–1994
Randy Dillman2 OIC Secretary/Treasurer
1987–1993
Stephen Andrew Attorney

3. Common financial matters
From 1988–1993, OIC made several periodic short-
term loans to OFC for amounts varying from $100,000 to
$600,000. These loans were never memorialized by
notes or written agreements. The loans were requested
by William D. Wood as treasurer of OFC and approved
by William D. Wood as treasurer of OIC.
In 1993, OIC loaned a total of $1,900,000 to OFC, in
the form of two separate loans of $700,000 and
$1,200,000 that were consolidated in January 1994 and
renewed on December 31, 1995. These loans are evi-
denced by a promissory note entered into on December
31, 1994, misdated on the face of the document as De-
cember 31, 1995.
OFC is located at 2900 Apache Street in Tulsa, Okla-
homa. OIC leases office space from OFC at the 2900
Apache Street site. OIC also rents warehouse space from

1 Prior to becoming OIC president in 1994, James Bigelow was the
director of safety for OFC.
2 Prior to becoming OIC secretary/treasurer in 1987, Randy Dillman
was a project manager for OFC.
OFC next to OFC’s warehouse. There are no written or
formal agreements with respect to these leases.
Each month, OFC sends OIC a bill covering office and
warehouse rent, delivery of OIC’s tools to OFC’s job-
sites, health insurance, computer time, and administrative
costs. The administrative costs include maintaining
OIC’s general ledger and accounts receivable, invoicing,
and deposits. These administrative functions are per-
formed by OFC under the direction and supervision of
William Wood.
4. Common personnel matters
The individuals listed in OFC’s telephone directory
under “Installation Department” were employees of OIC
at the time that document was in effect. The individuals
listed in OFC’s Team Meeting Agenda dated September
16, 1992, under “OIC Core Group” were employees of
OIC at the time that document was in effect.
OFC and OIC have profit sharing plans which are
pooled together to reduce administrative costs, but are
held in separate accounts. OIC employees participate in
OFC’s health benefit plan for a monthly fee paid by OIC
to OFC for each participating employee. There is no
written agreement or document evidencing this arrange-
ment.
At various times, employees of OFC, including job su-
perintendents, job clericals, and craft employees, have
performed work for OIC. The OFC employees who
work for OIC must leave OFC’s employ and complete
new employment applications with OIC. Since at least
1993, the insurance and benefits coverage of superinten-
dents and job clerks who have moved from OIC to OFC,
or vice versa, has not been interrupted.
Bob Stringer, OFC human resource director, and Mark
Cavins, OFC vice president of manufacturing, administer
collective-bargaining agreements between OFC and vari-
ous unions representing employees at OFC’s Tulsa facil-
ity. Attorney Stephen Andrew is the primary negotiator
for OFC regarding these agreements. OIC labor relations
policies are set by James Bigelow and William D. Wood.
Prior to September 1994, OIC labor relations policies
were set by Jack Boler in consultation with Stephen An-
drew.
5. Collective-bargaining history
On July 7, 1975, OFC entered into an agreement with
the Union, whereby OFC agreed “to recognize the nego-
tiated agreement between the North Texas Contractors
Association and the Carpenters District Council of North
Central Texas as the agreement between the Company
and the Union.” Since 1975, the Union and the North
Texas Contractors Association have maintained succes-
sive collective-bargaining agreements, the most recent of
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 806
which has a term effective from July 1, 1994, through
April 30, 1997.3 Each of these agreements contains a
“Duration” clause which provides that the contract shall
remain in full force and effect through the term of the
contract, and thereafter, year to year, until terminated. A
party may terminate the collective-bargaining agreement
by providing the other party written notice at least 90
days prior to the agreement’s expiration date.
6. Installation work
a. Generally
At all material times since 1975, OFC’s primary cus-
tomer has been Dillards Department Stores. For exam-
ple, during 1993 and 1994, OFC derived approximately
$45,000,000 of its $55,000,000 average annual revenues
from its contracts with Dillards.
Since 1987, OFC has performed approximately 10 to
15 percent of its own installation work.4 Since 1987,
approximately 3 to 4 percent of the installation of OFC’s
fixtures has been performed by entities other than OFC
or OIC. The remainder of the fixtures manufactured by
OFC has been installed by OIC pursuant to contracts
with the purchasers of the fixtures.
OIC derived revenues of approximately $18,000,000
in 1993 and $15,000,000 in 1994. Approximately 95
percent of this revenue was derived from OIC’s contracts
with Dillards.
Both OIC and OFC also install other companies’ prod-
ucts when installing OFC fixtures. From 1987 to 1994,
OFC performed the project estimating for all OIC jobs.
Since 1994, OIC has estimated most of its own jobs, con-
sulting with OFC regarding unusual situations. OFC’s
job records and reports list and account for both OFC and
OIC work. From 1987 to 1995, the contact person for
both OFC and OIC regarding their respective contracts
with Dillards was Duane Walker. From 1995 until the
present, OIC’s contact person with Dillards has been
James Bigelow.

3 One of the successive collective-bargaining agreements referred to
above was terminated effective April 30, 1984, by the NTCA pursuant
to the language of the “Duration Clause” described below. From May
1, 1984, to August 23, 1984, the parties were involved in negotiating a
successor agreement and the Union engaged in an economic strike in
support of the negotiations. A new collective-bargaining agreement
was executed and became effective on August 23, 1984.
4 From 1982 to 1987, a portion of OFC’s work was performed by
Fixture and Drywall Company (FADCO) pursuant to subcontracting
arrangements with OFC. Some of the work performed by FADCO was
located within the Union’s territorial jurisdiction. Fifty percent of
FADCO, an Oklahoma corporation, was owned by Lloyd K. Stephens,
the principal owner of OFC prior to March 1987.
b. Within the Union’s jurisdiction
(1) OFC
From July 1975, when it entered into agreement with
the Union, through 1985, OFC performed installation
services within the Union’s geographic jurisdiction and
made payments into the Union’s health and welfare pen-
sion trust benefit funds according to rates determined by
collective-bargaining agreements between the Union and
the North Texas Contractor’s Association. From 1985
through November 1995, OFC did not perform installa-
tion services within the Union’s geographic jurisdiction.
OFC resumed performing installation services within
the Union’s geographic jurisdiction in December 1995
and has since made payments into the Union’s health and
welfare pension trust benefit funds. Since its contribu-
tions to these Union funds resumed, OFC has unilaterally
and without consulting the Union or the Trust Funds
marked through the following language on the Contribu-
tion Report form:

[The Employer] agree[s] to contribute the sums stipu-
lated in the Agreement for each hour worked by Car-
penters who are employed by the undersigned and rep-
resented in collective bargaining by a Local Union of
the Carpenters International Union for payroll time ac-
cumulated within the territorial jurisdiction of the Local
from this date until expiration of the contract.

(2) OIC
Since 1987, OIC has performed installation of fixtures
and architectural woodwork for customers located within
the Union’s geographic jurisdiction. OIC’s services were
performed pursuant to agreements between OIC and the
customers in question. Since 1987, OIC has obtained
building permits from local municipalities within the
Union’s geographic jurisdiction.5 OIC did not notify the
Union that it was performing work within the Union’s
jurisdiction.
7. The Union’s request for information
By letter dated May 21, 1993, the Union requested in-
formation from OFC regarding its relationship with OIC.
OFC responded to the Union’s May 21, 1993 communica-
tion by letters dated July 19, 1994.6 Since May 21, 1993,
5 The issuance of building permits is published by commercial
sources such as the “Dodge Report,” which provides such information
to subscribers for a fee. This information is also public information
available in the files of the issuing municipalities.
6 In pertinent part, one of the letters stated:
Without admitting that Oklahoma Fixture Company was ever bound
or is bound as of this date, the purpose of this letter is to notify you
that effective immediately, Oklahoma Fixture Company repudiates,
terminates and cancels the 8(f) agreement alleged to have been signed
OKLAHOMA FIXTURE CO. 807
OFC has failed and refused to furnish the Union with the
information requested by the Union’s May 21, 1993 letter.
The Union responded to OFC’s July 19, 1994 communica-
tions by letter dated August 1, 1994.7
On September 1, 1993, the Union filed the charge in
these proceedings. Since the 6 months prior to the filing
of the charge, OIC has not abided by the terms of the
successive collective-bargaining agreements between the
Union and the NTCA referred to above.

B. Contentions of the Parties
The General Counsel contends that OFC entered into
an 8(f) collective-bargaining relationship with the Union
when it signed a “me-too” agreement with the Union in
1975, which bound it to a collective-bargaining agree-
ment between the Union and the NTCA effective May 1,
1973, through April 30, 1975, and to successor agree-
ments; that OFC made no attempt to repudiate its 8(f)
relationship with the Union before its July 19, 1994 letter
denying the Union’s request for information; and that it
thus remains obligated to recognize and bargain with the
Union. Further, the General Counsel asserts that OFC
created and utilized OIC as an alter ego in order to evade
its bargaining obligation with the Union and that, to-
gether, OFC and OIC constitute a single employer. The
General Counsel alleges that OFC, through its alter ego
OIC, has violated Section 8(a)(5) and (1) of the Act by
failing and refusing to bargain with the Union and to
comply with the terms of the successive collective-
bargaining agreements between the Union and NTCA
by: OIC’s failure to pay the wage rates and health and
pension benefits and to notify the Union that it had hired
employees without union referrals,8 as required by the
contracts. The General Counsel argues that OFC is es-
topped from asserting as a defense that the charge is
time-barred under Section 10(b) because OFC fraudu-
lently concealed its unlawful conduct.
The General Counsel also alleges that OFC further
violated Section 8(a)(5) and (1) by refusing to provide
the Union with the information it requested concerning

, 282
N
by a representative of Oklahoma Fixture Company on or about July 7,
1975.
The other letter stated, inter alia, that OFC and OIC are neither alter
egos nor a single employer, and that the Union’s information request is
barred by Sec. 10(b) of the Act.
7 The union’s letter stated that OFC’s attempted termination of their
8(f) relationship was ineffective because the notice did not comply with
the notification requirements set forth in the 1994–1997 NTCA master
agreement.
8 The most recent collective-bargaining agreements between the Un-
ion and NTCA, 1991–1994 and 1994–1997, at art. X, sec. 38, require
employers that hire carpenters without union referral “to notify the
Union within a reasonable length of time.”
the relationship between OFC and OIC. The General
Counsel contends that the Union had a good-faith basis
for requesting information concerning OIC and therefore
is entitled to the requested information.
OFC contends that it does not have a collective-
bargaining obligation to the Union because the 1975
“me-too” agreement created an 8(f) relationship that ex-
pired at the end of the 1975–1978 master agreement be-
tween the Union and the NTCA. OFC contends that,
even if it had a duty to bargain with the Union, the bar-
gaining obligation does not extend to OIC because OIC
is neither an alter ego of nor a single employer with
OFC. Finally, OFC contends that, even if it and OIC
were obligated to bargain with the Union, the charge in
the instant case is barred by Section 10(b) and the doc-
trines of waiver and estoppel.
The Charging Party makes essentially the same argu-
ments as the General Counsel.
C. Discussion
1. The duration of OFC’s duty to bargain
with the Union
The threshold issue in this case is whether the 8(f)
relationship established by the Union’s and OFC’s 1975
“me-too” agreement survived the expiration of the 1975–
1978 NTCA collective-bargaining agreement. The rele-
vant principles are well established.
Under Section 8(f) of the Act, employers and unions in
the construction industry are permitted to enter into col-
lective-bargaining agreements before the union has
established its majority status. Either party is free to
repudiate the collective-bargaining relationship once an
8(f) contract expires by its terms. John Deklewa & Sons,
282 NLRB 1375 (1987), enfd. sub nom. Iron Workers
Local 3 v. NLRB, 843 F.2d 770 (3d Cir. 1988), cert.
denied 488 U.S. 889 (1988). However, an automatic
renewal clause in an 8(f) agreement will be given effect
and operates to bind the parties to a continuation of the
agreement. Cedar Valley Corp., 302 NLRB 823 (1991),
enfd. 977 F.2d 1211 (8th Cir. 1992), cert. denied 508
U.S. 907 (1993); Fortney & Weygandt, 298 NLRB 863
(1990). When an employer repudiates a collective-
bargaining agreement during its term, it violates Section
8(a)(5) and (1) of the Act. See John Deklewa, supra
LRB at 1385. We shall now apply these principles to the facts of this
case. On July 7, 1975, OFC signed an 8(f) prehire
agreement (“me-too” agreement) with the Union, which
was then in the process of negotiating a new master con-
tract with NTCA. In signing the me-too agreement, OFC
agreed to pay certain existing wage rates and agreed fur-
ther to pay the wages and to provide the other terms and
conditions of employment on which the Union and
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 808
NTCA ultimately agreed. The me-too agreement stated
in pertinent part:

The Company, who has not given their bargaining
rights to the North Texas Contractors Association, and
the Union recognize the negotiated agreement between
the North Texas Contractors Association and the Car-
penters District Council of North Central Texas as the
agreement between the Company and the Union. The
parties agree to keep this agreement in full force and ef-
fect until an agreement has been reached between the
negotiating parties.
The Company agrees to pay the wages now in effect
and also agrees to pay retroactive to May 1, 1975, the
wages finally agreed upon in the negotiations going on
at the present time. Then the terms and conditions of
that agreement will be in effect.

Thereafter, the Union and the NTCA reached agree-
ment on a new master agreement which would be effec-
tive from July 30, 1975 until April 30, 1978. In pertinent
part, article VI, Duration, of the 1975–1978 master
agreement provided:

This agreement shall become effective July 30, 1975,
and shall continue in full force and effect through April
30, 1978. Thereafter, this agreement shall continue in
full force and effect from year to year unless either
party shall notify the other in writing of its desire to
change, cancel, or modify this agreement and the notice
is received by the other party not less than ninety (90)
days prior to April 30.

Thus, OFC, based on the express terms of the me-too
agreement, agreed to abide by the existing 1973–1975 mas-
ter agreement until the Union and the NTCA reached
agreement on a successor contract, and then to be bound to
“the terms and conditions of that agreement.” The me-too
agreement’s reference to “the terms and conditions of” the
1975–1978 agreement was not limited to any specific provi-
sions of that successor agreement, but rather encompassed
all of the terms of that agreement, including the automatic
renewal provision of the Duration clause. By entering into
the me-too agreement, OFC unequivocally accepted the as-
yet unknown results of the negotiations underway in July
1975 between the NTCA and the Union. That acceptance
demonstrated OFC’s intent to enter into a collective-
bargaining relationship with the Union on the basis of the
1975–1978 agreement, regardless of the terms of that
agreement ultimately reached by the parties to the master
contract negotiations. Accordingly, we find that OFC vol-
untarily entered into a collective-bargaining relationship
with the Union in 1975, based on OFC’s willingness to ac-
cept all terms of the master agreement which would result
from the NTCA-Union negotiations.
As found above, one of those terms was the Duration
clause requiring written notice of termination. OFC’s
adoption of the 1975–1978 master agreement as its own
contract with the Union consequently bound it to annual
renewals of that master agreement until OFC gave the
requisite termination notice. In this regard, the facts of
the instant case are quite similar to those of Fortney &
Weygandt, supra. In Fortney & Weygandt, the respon-
dent signed a letter of assent on July 29, 1985, adopting
the 1984–1986 master agreement. The Board found that
without the requisite notice to terminate or modify the
master agreement, the master agreement renewed for
another year until 1987. Accord, Wilson & Sons Heat-
ing, 302 NLRB 802 (1991), enf. denied 971 F.2d 758
(D.C. Cir. 1992).9
It is undisputed in this case that OFC took no affirma-
tive steps between 1978 and 1994 to terminate the 1975–
1978 agreement or to prevent the agreement from being
automatically renewed year-to-year. In fact, after 1978,
OFC continued to recognize its collective-bargaining
obligation to the Union by making payments into the
Union’s benefit funds whenever it performed work
within the Union’s jurisdiction. OFC cannot successfully
attempt, some 19 years after entering into the me-too
agreement, to limit the agreement and therefore extin-
guish its relationship with the Union when the plain lan-
guage of the me-too agreement, as well as OFC’s consis-
tent conduct thereafter, clearly belie the Respondent’s
assertions.
In finding that OFC was bound to a series of year-to-
year renewals of the 1975–1978 master agreement, we
necessarily disagree with the General Counsel’s conten-
tion that OFC was bound to a series of successor master
agreements negotiated by NTCA and the Union. As
stated above, in the me-too agreement, OFC agreed to be
bound to “the terms and conditions of [the 1975–1978]
agreement.” Significantly, the me-too agreement con-
tained no terms indicating that OFC was consenting to be
bound to any successors to the 1975-1978 master agree-
ment. Cf. Construction Labor Unlimited, 312 NLRB

9 As the dissent is forced to concede, our finding that OFC was a
“party” to the 1975–1978 master agreement and bound by the auto-
matic renewal provision is consistent with Board precedent. See C.E.K.
Industrial Mechanical Contractors, 295 NLRB 635 (1989), enfd. in
pertinent part 921 F.2d 350 (1st Cir. 1990)(individual employer, which
signed employer association contract as a nonassociation member, was
a “party” to the contract and thus bound to the contract’s automatic
renewal clause); see also Sheet Metal Workers Local 20 (Baylor Heat-
ing), 301 NLRB 258, 260 (1991) (individual employer, which signed
employer association contract as a nonassociation member, was a
“party” to the contract).
OKLAHOMA FIXTURE CO. 809
364 (1993) (acceptance agreement bound employer to
current master agreement and “any successor agree-
ment(s)”); Neosho Construction Co., 305 NLRB 100
(1991) (stipulation bound employer to current master
agreement and “all future master agreements”); Z-Bro,
Inc., 300 NLRB 87 (1990) (independent agreement
bound employer to current master agreement and to “any
renewals, additions, modifications, extensions and sub-
sequent [master] agreements”). Rather, the language of
the me-too agreement was similar to that appearing in the
letters of assent in issue in Fortney & Weygandt10 and
Wilson & Sons,11 which the Board construed as binding
each signatory to automatic renewal of the original mas-
ter agreement, not to the successor master agreement.
In one of the two letters to the Union dated July 19,
1994, OFC notified the Union that, effective immedi-
ately, it “repudiates, terminates, and cancels the 8(f)
agreement” of July 7, 1975. That notice did not immedi-
ately end the parties’ 8(f) relationship as asserted; how-
ever, we find that the notice, served “not less than ninety
(90) days prior to April 30” in accordance with the Dura-
tion clause of the 1975-1978 master agreement, termi-
nated the parties’ collective-bargaining relationship as of
April 30, 1995.
Accordingly, for the reasons stated above, we conclude
that OFC’s 8(f) relationship with the Union, which
commenced with the signing of the me-too agreement on
July 7, 1975, continued until April 30, 1995.
2. The variance between the rationale of this decision
and the theory of the complaint
As discussed above, our finding that OFC was bound
to a series of year-to-year renewals of the 1975–1978
master agreement does not correspond precisely with the
theory of the General Counsel’s complaint, which is that
OFC was bound to a series of successor master agree-
ments negotiated by the parties to the master agreement
(NTCA and the Union), the most recent of which had
terms effective 1991–1994 and 1994–1997. It is well
settled, however, that the Board may find and remedy a
violation even in the absence of a specific allegation in
the complaint if the issue is closely connected to the sub-
ject matter of the complaint and has been fully litigated.
Pergament United Sales, 296 NLRB 333, 334 (1989),
enfd. 920 F.2d 130 (2d Cir. 1990). Applying the two-
part Pergament test by analogy here, we find that it is
appropriate for us to conclude that OFC was bound to
annual automatic renewals of the 1975–1978 master

10 298 NLRB at 867 (letter of assent provided that employer did
“hereby join in, adopt, accept, and become a party to” the master
agreement).
11 302 NLRB at 811 (letter of assent bound employer to “all the
terms” of the master agreement).
agreement, even though the complaint allegations are not
based on this theory.
First, there can be no doubt that the annual renewal is-
sue is closely connected to the subject matter of the com-
plaint. The complaint allegation that OFC’s me-too
agreement bound it to successor master agreements neces-
sarily presents the issue of the effect of the 1975–1978
master agreement on the duration of OFC’s 8(f) relation-
ship with the Union. That issue would be resolved by an
examination of the language of the agreements, as well as
any extrinsic evidence that the parties have set forth in
their stipulation of facts. Similarly, the related question of
whether the me-too agreement bound OFC to the auto-
matic renewal provisions of the original master agreement
turns on the same contractual language and stipulated evi-
dence, and clearly presents the same factual issues as the
complaint allegation. Furthermore, our finding that OFC
was bound to the automatic renewal provision of the
1975–1978 master agreement is a more limited theory of
violation than that sought by the General Counsel, and it is
encompassed within the complaint’s broader theory that
OFC was bound not only to the terms and conditions of
the 1975–1978 master agreement, but also to a series of
successor master agreements.
Second, we find that the annual renewal issue has been
fully and fairly litigated. All of the evidence that OFC
has offered in defense to the complaint allegation that it
was bound to successor master agreements is identical to
the evidence that could be offered in response to the alle-
gation that OFC was bound to the annual automatic re-
newal provision of the 1975–1978 master agreement.
Specifically, the Respondent’s primary contention is that
it was not bound to successor master agreements because
the 8(f) relationship created by the 1975 me-too agree-
ment expired upon expiration of the 1975–1978 master
agreement. The Respondent would advance this same
argument in defense of the allegation that the me-too
agreement bound OFC to annual automatic renewals
even after expiration of the 1975–1978 master agree-
ment. Indeed, in its reply brief, OFC states that
“[c]ontrary to the Union’s assertion, Oklahoma Fixture
Company has not overlooked the automatic renewal
clause in the duration article of the 1975–78 contract.”
Further, we find that OFC is not prejudiced by an inquiry
into whether it was bound to annual automatic renewals
because OFC has not argued that it provided the requisite
contractual termination notice.
Accordingly, for the above reasons, we find that there
is no procedural barrier to our finding that OFC was
bound to a series of annual renewals of the 1975–1978
master agreement.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 810
3. OIC’s work within the Union’s jurisdiction
The complaint alleges that OFC and OIC constitute a
single, integrated business enterprise and have been alter
egos and a single employer; and that OFC, through its
alter ego OIC, violated Section 8(a)(5) and (1) by failing
to notify the Union about work OIC performed within
the Union’s geographical jurisdiction and by failing to
apply contractual terms and conditions to the OIC em-
ployees performing that work. Having found that OFC
maintained a bargaining obligation to the Union through
April 30, 1995, we must next address whether OIC and
OFC are alter egos; if they are, OFC’s collective-
bargaining obligation to the Union would necessarily
extend to OIC.
In determining whether one business is an alter ego of
another, the Board examines whether the entities share
“substantially identical management, business purpose,
operation, equipment, customers, and supervision, as well
as ownership.” Crawford Door Sales Co., 226 NLRB
1144 (1976). The Board does not require the presence of
each factor to conclude that alter ego status is warranted.
See, e.g., Fugazy Continental Corp., 265 NLRB 1301
(1982), enfd. 725 F.2d 1416 (D.C. Cir. 1984).
The Board also considers whether “the purpose behind
the creation of the alleged alter ego was legitimate or
whether, instead, its purpose was to evade responsibili-
ties under the Act.”12 A showing of unlawful motivation
is not, however, essential to finding alter-ego status.
Hiysota Fuel Co., 280 NLRB 763 fn. 2 (1986), enfd. in
unpublished decision (3d Cir. Oct. 30, 1986). “Rather,
the presence or absence of unlawful motivation is merely
one factor that the Board considers in weighing the cir-
cumstances of any particular case.” Ibid. There is no
evidence in this stipulated record that OIC was created
for the purpose of evading responsibilities under the Act.
The other factors in the alter-ego analysis are clearly
present with respect to OIC’s relationship to OFC, as set
forth below.
a. Ownership
In 1987, Ron Line, Duane Walker, Mark Cavins, Faye
Parrish, and Jim Philip, together, owned an 89.5 percent
interest in OFC. Likewise in 1987, the same five indi-
viduals, together, were beneficial owners of 93.75 per-
cent of the voting trust that owned all but 5 of OIC’s
shares. Presently, Line, Walker, and Cavins are OFC’s
only shareholders, and are the only beneficiaries of the
voting trust that now owns all of OIC. We conclude that
OFC and OIC have identical ownership.

12 Watt Electric Co., 273 NLRB 655, 658 (1984).
b. Management and supervision
David James, OFC’s Secretary, is the trustee of the
OIC voting trust and a former OIC director. James Bige-
low, previously OFC’s director of safety, has been OIC’s
president since September 1994 and is one of OIC’s two
directors. Additionally, William D. Wood is Treasurer
of both OFC and OIC and, as such, has both requested
and approved loans from OIC to OFC. Wood is the other
of OIC’s two directors. Since September 1994, Bigelow
and Wood have been responsible for establishing OIC’s
labor relations policies. Stephen Andrew, who is the
attorney for both OFC and OIC, is OFC’s primary labor
negotiator and, until September 1994, was involved in
setting OIC’s labor policies. Mark Cavins, OFC vice
president and director and part-owner of OFC and OIC,
administers collective-bargaining agreements covering
OFC employees at its Tulsa facility. Duane Walker,
OFC vice president and director and part-owner of OFC
and OIC, was the contact person for OFC and OIC re-
garding their respective contracts with Dillards from
1987–1995.
The listing of OIC employees in OFC’s telephone di-
rectory as the OFC Installation Department indicates
common supervision of installation employees. Simi-
larly, including “OIC Core Group” within the September
16, 1992 OFC Team Meeting Agenda also indicates
common supervision. Further, evidence concerning em-
ployee benefits demonstrates centralized management.
Specifically, OFC and OIC have pooled profit sharing
plans; OIC employees participate in OFC’s health benefit
plan; and the insurance and benefits coverage for OIC
superintendents and job clerks who have moved to OFC,
or vice versa, has not been interrupted. This seamless
benefit coverage could not be provided to employees
without management centralization.
Given these circumstances, we conclude that OFC and
OIC share common management and supervision.
c. Operations, business purpose, and customers
The business purpose and operations of OIC and OFC
are greatly interrelated. OFC manufactures and installs
retail store fixtures; OIC installs retail store fixtures.
Since 1987, OFC has installed 10–15 percent of the fix-
tures it manufactures; 3–4 percent have been installed by
entities other than OFC or OIC; OIC has installed the
remainder. Both OFC and OIC install other companies’
products when installing OFC fixtures. From 1987–
1994, OFC performed the project estimating for all OIC
jobs. Since 1994, OIC has estimated most of its own
jobs, but still consults with OFC concerning unusual
situations. OFC’s job records and reports list and ac-
count for both OFC and OIC work.
OKLAHOMA FIXTURE CO. 811
OFC’s primary customer has been Dillards Depart-
ment Stores; likewise, Dillards has also been OIC’s pri-
mary customer. In 1993 and 1994, OFC and OIC de-
rived 82 percent and 95 percent of their revenues, respec-
tively, from contracts with Dillards. From 1987 to 1995,
the contact person for both OIC and OFC regarding their
Dillards contracts was Duane Walker.
OIC rents office space and warehouse space at OFC’s
office and warehouse site in Tulsa, Oklahoma, for which
it is billed monthly by OFC. Additionally, OFC bills
OIC monthly for delivery of OIC’s tools to OFC job
sites, health insurance, computer time, and administrative
costs including maintaining OIC’s general ledger and
accounts receivable, invoicing, and deposits.
Based on the above findings, we conclude that OFC
and OIC have identical business purposes, operations,
and customers.
d. Conclusion
Having found that OFC and OIC share substantially
identical ownership, management, supervision, business
purpose, operations, customers and equipment, we find
that OIC is the alter ego of OFC.13 Accordingly, we find
that the 1975–1978 master collective-bargaining agree-
ment, as automatically renewed annually until April 30,
1995, applies to OIC as well as OFC. Howard Johnson
Co. v. Detroit Local Joint Executive Bd. Hotel & Restau-
rant Employees, 417 U.S. 249, 259 fn. 5 (1974). There-
fore, we conclude that OFC and OIC violated Section
8(a)(5) and (1) by failing to notify the Union when OIC
performed installation work within the Union’s geo-
graphical jurisdiction and by failing to apply the terms
and conditions of the 1975–1978 master agreement to the
OIC employees performing that work.14

13 In view of our finding that OIC is the alter ego of OFC, we find it
unnecessary to pass on the single-employer issue.
14 We reject the Respondent’s defense based on Sec. 10(b) of the
Act. In order to prevail on this defense, the Respondent must show that
the Union was on “clear and unequivocal notice” that the Respondent,
through its alter ego OIC, was performing work within its jurisdiction
more that 6 months prior to the filing of the charge, without applying
the terms of the collective-bargaining agreement. The Respondent has
not met that burden, because it has not shown that OIC’s performance
of installation work within the Union’s jurisdiction beginning in 1987
was sufficiently “bald” to put the Union on notice that the Respondent
was working in its area without complying with the collective-
bargaining agreement. See Baker Electric, 317 NLRB 335, 346 (1995).
Inasmuch as the charge herein was filed September 1, 1993, which is
within 6 months of the Union’s May 21, 1993 information request, we
find that the charge was timely filed.
In view of our finding that OFC’s 8(f) relationship with the Union
terminated April 30, 1995, we shall limit the make-whole remedy for
this violation to the time period between March 1, 1993, which is 6
months before the charge was filed, and April 30, 1995.
4. The information request
The final issue is whether OFC violated Section
8(a)(5) and (1) of the Act by failing and refusing to pro-
vide the Union the information it requested on May 21,
1993, concerning OFC’s relationship to OIC.
Because the Union’s information request relates to
matters outside the bargaining unit, the Union “has the
initial burden of showing relevancy.” NLRB v. Leonard
B. Hebert, Jr. & Co., 696 F.2d 1120, 1124 (5th Cir.
1983). As the court explained in Walter N. Yoder &
Sons, Inc. v. NLRB, 754 F.2d 531, 535 (4th Cir. 1985),
however, this burden is not a particularly heavy one:

The standard of relevancy is a liberal, discovery-type
standard, NLRB v. Acme Industrial Co., 385 U.S. 432,
437 & n. 6 (1967); therefore, information is relevant if
it is germane and “has any bearing on the subject mat-
ter of the case.” Local 13, Detroit Newspaper Printing
and Graphic Communications Union v. NLRB, 598
F.2d 267, 271 (D.C. Cir. 1979).
The practical burden upon the union then is to show
that the information will aid investigation of contract
violations “where the union has established a reason-
able basis to suspect such violations have occurred.”
NLRB v. Associated General Contractors, 633 F.2d
766, 771–72 (9th Cir. 1980); see also San Diego News-
paper Guild, Local 95 v. NLRB, 548 F.2d 863. “Actual
violations need not be established in order to show
relevancy.” NLRB v. Associated General Contractors,
633 F.2d at 771 & fn. 6.

Applying this standard here, we find that the Union
has established a reasonable basis to believe that viola-
tions of the contract had occurred. Indeed, OFC does not
even argue that the Union lacked such a reasonable be-
lief. Specifically, the Union knew that OFC had regu-
larly performed installation work within its jurisdiction at
least since 1975, making contractually required payments
to the Union’s health and welfare pension trust benefit
funds. The Union also knew that in 1985 OFC abruptly
ceased performing such work within its jurisdiction and,
likewise, ceased making payments to the contractual
benefit funds. When the Union became aware in 1993
that a similarly-named employer, OIC, was performing
installation work within its jurisdiction, it suspected that
OIC may have been a single employer or alter ego of
OFC and requested information concerning the relation-
ship between the two companies. This information
clearly is relevant to the Union’s enforcement of its col-
lective-bargaining agreement with OFC. Further, while
an actual contract violation need not be established to
show relevancy, in this case we have found above that
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 812
OIC is indeed the alter ego of OFC and that OIC did, in
fact, violate the collective-bargaining agreement when it
performed installation work within the Union’s geo-
graphical jurisdiction.15 Accordingly, we conclude that
when the Union requested information about OFC’s rela-
tionship to OIC on May 21, 1993, OFC was obligated to
provide that information and that its failure and refusal to
do so violated Section 8(a)(5) and (1).
THE 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 actions
designed to effectuate the policies of the Act.
We shall order that the Respondent Oklahoma Fixture
Company provide the Union with all the information
requested in the Union’s letter of May 21, 1993. We
shall also order the Respondents to apply the terms and
conditions of the 1975–1978 NTCA master agreement
with the Union to the employees of Respondent Okla-
homa Installation Company for the work performed
within the Union’s jurisdiction from March 1, 1993, until
April 30, 1995.
Further, we shall order the Respondents to make whole
their employees, for any losses they may have suffered as
a result of the Respondents’ failure to apply the 1975–
1978 NTCA master agreement with the Union, from
March 1, 1993, until April 30, 1995, Kraft Plumbing &
Heating, 252 NLRB 891 (1980), enfd. mem. 661 F.2d
940 (9th Cir. 1981), to be computed as provided in Ogle
Protection Service, 183 NLRB 682 (1970), enfd. 444
F.2d 502 (6th Cir. 1971), with interest computed in the
manner prescribed in New Horizons for the Retarded,
283 NLRB 1173 (1987), including making contractual
payments and contributions to the Union and the benefit
funds on their behalf, with interest and other required
payments computed in the manner prescribed in Merry-
weather Optical Co., 240 NLRB 1213, 1216 fn.7 (1979).
Finally, the Respondents shall post notices to employees
at any jobsite currently in progress within the geographi-
cal jurisdiction of the Union and at its place of business
in Tulsa, Oklahoma.
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 Union is a labor organization within the mean-
ing of Section 2(5) of the Act.

15 See Weinreb Management, 292 NLRB 428, 432 (1989) (where
two companies found by the Board to be single employer, union’s
request for information concerning the companies’ relationship held to
be relevant and necessary to the union’s duty to police the contract).
3. Respondent Oklahoma Installation Company is the
alter ego of Respondent Oklahoma Fixture Company.
4. By refusing to bargain collectively with the repre-
sentative of its employees by failing to comply with the
Union’s May 21, 1993 request for certain necessary and
relevant information, and by failing to apply the terms
and conditions of the 1975–1978 NTCA master agree-
ment with the Union to the employees of Oklahoma In-
stallation Company from March 1, 1993-April 30, 1995,
the Respondents engaged in unfair labor practices within
the meaning of Section 8(a)(5) and (1) of the Act.
ORDER
The National Labor Relations Board orders that the
Respondents, Oklahoma Fixture Company and Okla-
homa Installation Company, Tulsa, Oklahoma, their offi-
cers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Refusing to furnish the Union, Carpenters District
Council of North Central Texas, affiliated with United
Brotherhood of Carpenters & Joiners of America, AFL–
CIO, with requested information that is necessary for and
relevant to the Union’s performance of its duties as the
exclusive collective-bargaining representative of the unit
employees.
(b) Failing to apply the terms and conditions of the
1975–1978 collective-bargaining agreement to which
they were bound through April 30, 1995, to the employ-
ees of Oklahoma Installation Company performing in-
stallation work within the Union’s geographical jurisdic-
tion.
(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) Provide the Union with the information requested
May 21, 1993.
(b) Make whole employees for any losses suffered as
a result of the Respondents’ failure to apply the collec-
tive-bargaining agreement in the manner specified in the
remedy section of this decision.
(c) Preserve and, within 14 days of a request, make
available to the Board or its agents for examination and
copying, all payroll records, social security payment re-
cords, timecards, personnel records and reports, and all
other records necessary to analyze the amount of backpay
and other payments due under the terms of this Order.
(d) Within 14 days after service by the Region, post at
all current jobsites within the geographical jurisdiction of
the Union and at their Tulsa, Oklahoma facilities, copies
OKLAHOMA FIXTURE CO. 813
of the attached notice marked “Appendix.”16 Copies of
the notice, on forms provided by the Regional Director
for Region 16, after being signed by the Respondents’
authorized representative, shall be posted by the Respon-
dents and maintained for 60 consecutive days in con-
spicuous places including all places where notices to
employees are customarily posted. Reasonable steps
shall be taken by the Respondents to ensure that the no-
tices are not altered, defaced, or covered by any other
material. In the event that, during the pendency of these
proceedings, the Respondents have gone out of business
or closed the facility involved in these proceedings, the
Respondents shall duplicate and mail, at their own ex-
pense, a copy of the notice to all current employees and
former employees employed by the Respondents at any
time since March 1, 1993.
(e) Within 21 days after service by the Region, file
with the Regional Director a sworn certification of a re-
sponsible official on a form provided by the Region at-
testing to the steps that the Respondents have taken to
comply.

MEMBER HURTGEN, dissenting.
I do not agree that Respondent OFC was bound to an-
nual renewals of the contract between the Union and the
North Texas Contractors Association (NTCA).
On July 7, 1975, OFC and the Union entered into a
Section 8(f) contract. At that time, the Union and NTCA
were negotiating a contract. Although OFC was not a
member of NTCA, it agreed to be bound by “the terms
and conditions of that agreement” (i.e. the NTCA con-
tract then being negotiated). The Union and NTCA
reached an agreement that was effective July 30, 1975, to
April 30, 1978. That agreement had a duration clause.
That clause was a “term and condition” of that contract,
and thus OFC was bound thereby. The duration clause
of the NTCA contract provided that the contract would
remain in effect until April 30, 1978, and from year to
year thereafter, “unless either party shall notify the other
in writing of its desire to change, cancel, or modify this
agreement and the notice is received by the other party
not less that ninety (90) days prior to April 30.”
In my view, the phrase “either party” refers to the par-
ties to the NTCA contract. The contract is between NTCA
and the Union, and the contract refers to no other parties.
Clearly, then, NTCA and the Union are the parties con-
templated by the duration clause. Accordingly, when the
Union gave timely notice to NTCA that it was terminating

16 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
National Labor Relations Board” shall read “Posted Pursuant to a
Judgment of the United States Court of Appeals Enforcing an Order of
the National Labor Relations Board.”
the 1975–1978 contract, that contract ended on April 30,
1978. It follows that OFC’s contractual obligation ended
on the same date.1
Contrary to the majority, I do not concede that OFC was
a “party” to the 1975–1978 NTCA contract. OFC agreed,
in a separate document, to be bound to the terms and con-
ditions of that contract on a “me-too” basis, but that is not
the same as saying that it was a “party” to that contract.
The parties to that contract were NTCA and the Union.
Sheet Metal Workers Local 20 (Baylor Heating), 301
NLRB 258 (1991), and C.E.K. Industrial Mechanical
Contractors, 295 NLRB 635 (1989), are distinguishable.
In those cases, the individual employers signed the Asso-
ciation contract, and thereby became “parties” to it. By
contrast, the Respondent herein signed a separate docu-
ment agreeing to be bound to the terms and conditions of
the Association contract.
In light of the above, I do not agree with my colleagues
that OFC was bound to annual renewals of the 1975–1978
contract between NTCA and the Union. I would also note
that even the General Counsel does not make this conten-
tion.
My colleagues rely on other two cases for their view.
However, one case is clearly distinguishable, and the other
was denied enforcement on the relevant point. Fortney &
Weygandt, 298 NLRB 863 (1990), is distinguishable. In
that case, the contract specifically provided that “an indi-
vidual employer” could give notice to terminate the con-
tract. Thus, if the individual employer failed to give the
notice, the contract continued as to that employer. By
contrast, the instant case does not contain the phrase “indi-
vidual employer.” Concededly, Wilson & Sons Heating,
302 NLRB 802 (1991), like the instant case, does not con-
tain the “individual employer” language, and yet the Board
found that the contract renewed itself as to the individual
employer. However, the D.C. Circuit disagreed with the
Board on this point, and enforcement was denied. 971
F.2d 758 (1992).
In light of the above conclusion, I need not reach the is-
sue of whether OFC and OIC are alter egos. Since OFC
was not bound to a contract after April 30, 1978, OIC
would not be bound even if it were the alter ego of OFC.
Similarly, I do not find that there was an “informa-
tional” Section 8(a)(5) violation. The premise for the vio-
lation was that OFC was bound to the NTCA contract, and
that OIC might be an alter ego of OFC and thus bound as
well. As shown, the first premise is not correct.
1 The fact that OFC chose to pay into the Union’s benefit funds after
1978 does not establish that it was contractually obligated to do so,
much less that it was obligated to follow other parts of the contract.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 814
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 vio-
lated the National Labor Relations Act and has ordered us to
post and abide by this notice.

Section 7 of the Act gives employees these rights.
To organize
To form, join, or assist any union
To bargain collectively through representatives
of their own choice
To act together for other mutual aid or protection
To choose not to engage in any of these protected
concerted activities.

WE WILL NOT refuse to furnish the Union, Carpen-
ters District Council of North Central Texas, affiliated
with United Brotherhood of Carpenters & Joiners of
America, AFL–CIO, with requested information that is
necessary for and relevant to the Union’s performance of
its duties as the exclusive collective-bargaining represen-
tative of the unit employees.
WE WILL NOT fail to apply the terms and conditions
of the 1975–1978 collective-bargaining agreement to
which we were bound through April 30, 1995, to the em-
ployees performing installation work within the Union’s
geographical jurisdiction.
WE WILL NOT in any like or related manner interfere
with, restrain, or coerce you in the exercise of the rights
guaranteed you by Section 7 of the Act.
WE WILL provide the Union with the information re-
quested May 21, 1993.
WE WILL make whole employees for our failure to
apply the collective-bargaining agreement with the Un-
ion, including making the payments and contributions to
which the Union and the contractual benefit funds are
entitled under the agreement, with interest.

OKLAHOMA FIXTURE COMPANY AND
OKLA-LAHOMA INSTALLATION
COMPANY