Pollock Mfg.

National Labor Relations Board - Board Decisions

Nov 24, 1993

313 N.L.R.B. 561 (N.L.R.B. 1993)

561
313 NLRB No. 67
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
1 The caption is amended to reflect the correct names of the Re-
spondent corporations.
2 The Respondents have excepted to some of the judge’s credibility
findings. The Board’s established policy is not to overrule an admin-
istrative law judge’s credibility resolutions unless the clear prepon-
derance of all the relevant evidence convinces us that they are incor-
rect. 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.
The Respondents also except to the judge’s failure to resolve the
issue of whether Charles Pollock, Pollock Manufacturing’s president,
had a good-faith doubt of the Union’s majority support prior to his
withdrawal of recognition from the Union in December 1991. The
Respondents assert, in effect, that the evidence requires a finding fa-
vorable to them on this issue and that their alleged good-faith doubt
is a complete defense to the alleged violations. We disagree. ‘‘In
order to justify the serious step of withdrawing recognition without
an election, the Board requires that the bases on which an employer
relies be objectively established.’’ T.L.C. St. Petersburg, 307 NLRB
605, 605 (1992). Accordingly, ‘‘in order to rebut the presumption of
an incumbent union’s majority status, an employer must show by a
preponderance of the evidence either actual loss of majority support
or objective factors sufficient to support a reasonable and good-faith
doubt of the union’s majority.’’ Laidlaw Waste Systems, 307 NLRB
1211, 1211 (1992). In the present case, a former Pollock Manufac-
turing employee testified that she circulated a decertification petition
in late October 1991. She never told Pollock about the petition and
it was thrown away after Pollock Manufacturing closed. There is no
evidence in the record that would indicate that Pollock himself ever
saw the petition or otherwise knew what the petition stated or the
number of employees who had allegedly signed the petition or their
names. In these circumstances, the Respondents cannot rely on the
petition as objective evidence to support their claim of good-faith
doubt. See Laidlaw Waste Systems, supra at 1212. We note further
that Pollock never advanced the Union’s purported loss of majority
status as a basis for the withdrawal of recognition. See, e.g., Hilton
Inn North, 279 NLRB 45, 45 fn. 1 (1986).
3 The judge found that Supervisor Gruber’s statement to Pollock
Manufacturing employee Smith to the effect that the employees
should get out of the Union because the Respondent was tired of the
Union and was going to move work to another facility constituted
a threat of plant closure in violation of Sec. 8(a)(1). However, the
judge inadvertently failed to include this violation in his Conclusions
of Law and recommended Order. We amend the judge’s Conclusions
of Law accordingly and shall modify the recommended Order to in-
clude this violation. In addition, the judge inadvertently included
Blake Pollock’s name in his notice to employees. Because the judge
found that Blake Pollock should not be held individually liable, his
name is deleted from the attached notice.
Pollock Mfg., Inc.1 and its alter egos Elite Mfg.,
Inc., Charles C. Pollock t/a Pollock Apparel,
Charles E. Pollock, and Blake Pollock and
Amalgamated Clothing and Textile Workers
Union, AFL–CIO. Cases 10–CA–25760 and 10–
CA–25948
November 26, 1993
DECISION AND ORDER
BY CHAIRMAN STEPHENS AND MEMBERS
DEVANEY AND RAUDABAUGH
On March 26, 1993, Administrative Law Judge Phil-
ip P. McLeod issued the attached decision. The Re-
spondents and the General Counsel filed exceptions
with briefs in support, and the Respondents filed an
answering brief.
The National Labor Relations Board has considered
the decision and the record in light of the exceptions
and briefs and has decided to affirm the judge’s rul-
ings, findings,2 and conclusions and to adopt his rec-
ommended Order as modified.3
ORDER
The National Labor Relations Board adopts the rec-
ommended Order of the administrative law judge as
modified below and orders that the Respondents,
Charles E. Pollock, an individual, Pollock Mfg., Inc.,
Elite Mfg., Inc., and Charles C. Pollock t/a Pollock
Apparel, Blakely, Georgia, their officers, agents, suc-
cessors, and assigns, shall take the action set forth in
the Order as modified.
1. Add the following as paragraph 1(a) and reletter
the subsequent paragraphs.
‘‘(a) Threatening to close their facilities unless their
employees stop supporting the Union.’’
2. Substitute the following for paragraph 2(a).
‘‘(a) On request, recognize and bargain collectively
with Amalgamated Clothing and Textile Workers
Union, AFL–CIO as the exclusive collective-bargain-
ing representative of the employees employed in the
bargaining unit. The unit is:
‘‘All production and maintenance employees em-
ployed by the employer at its Blakely and New-
ton, Georgia, facilities, but excluding office cleri-
cal employees, plant clerical employees, mechan-
ics, professional employees, guards and/or watch-
men and supervisors as defined in the Act.’’
3. Substitute the attached notice for that of the ad-
ministrative law judge.
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 the National Labor Relations Act and has or-
dered 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 protec-
tion
To choose not to engage in any of these pro-
tected concerted activities.
562 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
WE WILL NOT threaten to close our facilities unless
our employees stop supporting the Union.
WE WILL NOT decide to close, close, and reopen fa-
cilities under a different name in an effort to terminate
existing bargaining relationships and to escape the ob-
ligations imposed by collective-bargaining agreements.
WE WILL NOT fail and refuse to apply to all employ-
ees in the contractual bargaining unit all terms and
conditions of employment contained in the collective-
bargaining agreement between Pollock Mfg., Inc. and
the Union, absent the express written consent of the
Union.
WE WILL NOT terminate operations, replace, dis-
charge, refuse to reinstate, or otherwise discriminate
against employees regarding hire or tenure of employ-
ment or any term or condition of employment for en-
gaging in activities on behalf of a labor organization
or for engaging in activity protected by Section 7 of
the Act.
WE WILL NOT refuse to recognize and to bargain
collectively with the Union in the contractual bargain-
ing unit found appropriate.
WE WILL NOT in any like or related manner interfere
with, restrain, or coerce employees in the exercise of
the rights guaranteed them by Section 7 of the Act.
WE WILL, on request, recognize and bargain collec-
tively with Amalgamated Clothing and Textile Work-
ers Union, AFL–CIO as the exclusive collective-bar-
gaining representative of the employees employed in
the bargaining unit. The unit is:
All production and maintenance employees em-
ployed by us at our Blakely and Newton, Georgia,
facilities, but excluding office clerical employees,
plant clerical employees, mechanics, professional
employees, guards and/or watchmen and super-
visors as defined in the Act.
WE WILL apply the terms and conditions of the col-
lective-bargaining agreement with Amalgamated Cloth-
ing and Textile Workers Union to the employees em-
ployed in the appropriate bargaining unit.
WE WILL make whole all employees and any appro-
priate trust fund for all losses suffered as a result of
the failure to apply the terms and conditions of the
aforesaid collective-bargaining agreement to employees
employed in the bargaining unit.
WE WILL offer to all employees terminated as a re-
sult of the closure of Pollock Mfg., Inc. immediate and
full reinstatement to their former positions of employ-
ment dismissing, if necessary, anyone who may have
been hired to perform the work that they had been per-
forming prior to the date on which they were termi-
nated or, if those positions no longer exist, to substan-
tially equivalent positions, without prejudice to their
seniority or other rights and privileges, and make them
whole for all losses suffered as a result of the discrimi-
nation against them.
POLLOCK MFG., INC. AND ITS ALTER
EGOS ELITE MFG., INC., CHARLES C.
POLLOCK T/A POLLOCK APPAREL, AND
CHARLES E. POLLOCK
Richard P. Prowell, Esq., for the General Counsel.
Frank C. Vann, Esq., of Camilla, Georgia, for the Respond-
ent.
DECISION
STATEMENT OF THE CASE
PHILIP P. MCLEOD, Administrative Law Judge. I heard this
case in Blakely, Georgia, on September 30 and October 5
and 6, 1992. The charges which gave rise to this case were
filed by Amalgamated Clothing and Textile Workers Union
(the Union) against Pollock Manufacturing, Inc. (Pollock
Manufacturing) and its alleged alter egos Elite Manufactur-
ing, Inc. (Elite Manufacturing or Elite), Charles C. Pollock
t/a Pollock Apparel (Polock Apparel), Charles E. Pollock,
and Blake Pollock on January 14 and April 24, 1992. On
July 15, 1992, an order consolidating cases, consolidated
complaint and notice of hearing issued which alleges, inter
alia, that each of the entities and individuals named above
(collectively Respondents) are alter egos of one another who
violated Section 8(a)(1), (3), and (5) of the National Labor
Relations Act (the Act) by ceasing operations of Pollock
Manufacturing and discharging its employees in order to
avoid collective-bargaining obligations to the Union, by initi-
ating business enterprises known as Pollock Apparel and
Elite Manufacturing with separate labor forces where Re-
spondent refused to recognize the Union and apply the terms
of the existing collective-bargaining agreement to those fa-
cilities in order to avoid collective-bargaining obligations to
the Union.
In their joint answer to the consolidated complaint, Re-
spondents admitted certain allegations including the filing
and serving of the charges; the status of Pollock Manufactur-
ing as an employer within the meaning of the Act; and the
status of certain individuals as supervisors and agents of Re-
spondent within the meaning of the Act. Respondent denied
the supervisory status of certain other individuals, denied the
alter ego status of Respondents, and denied having engaged
in any conduct which would constitute an unfair labor prac-
tice within the meaning of the Act.
At the trial here, all parties were represented and afforded
full opportunity to be heard, to examine and cross-examine
witnesses, and to introduce evidence. Following the close of
the trial, counsel for the General Counsel and Respondents
both filed timely briefs with me which have been duly con-
sidered.
On the entire record in this case and from my observation
of the witnesses, I make the following
563POLLOCK MFG.
FINDINGS OF FACT
I. JURISDICTION
Pollock Manufacturing, Inc. is, and has been at all times
material, a Georgia corporation which, during the times indi-
cated here, operated a sewing facility in Blakely, Georgia. In
the course and conduct of its business operations, Pollock
Manufacturing annually provided services valued in excess
of $50,000 for enterprises which, in turn, meet a direct stand-
ard for assertion of the Board’s jurisdiction.
Pollock Manufacturing, Inc. is, and has been at all times
material, an employer engaged in commerce within the
meaning of Section 2(6) and (7) of the Act.
Based on the evidence discussed below, it is also my find-
ing that Pollock Apparel, Elite Manufacturing, Inc., and
Charles E. Pollock are alter egos of Pollock Manufacturing,
and, as such, constituted a single employer within the mean-
ing of Section 2(6) and (7) of the Act.
II. LABOR ORGANIZATION
Respondents denied the status of the Union as a labor or-
ganization as defined in Section 2(5) of the Act. The record
reflects that employees participate in the organization of the
Union and that it exists for the purpose of representing em-
ployees and engaging in collective bargaining on their behalf
with employers. I find that Amalgamated Clothing and Tex-
tile Workers Union is, and has been at all times material, a
labor organization within the meaning of Section 2(5) of the
Act.
III. THE UNFAIR LABOR PRACTICES
A. Pollock Manufacturing, Inc.
In December 1990, Brew Apparel decided to close its
Blakely, Georgia textile facility. Charles E. Pollock had been
plant manager of that facility, and when its closing was an-
nounced, Pollock negotiated and eventually purchased both
the building and equipment. Pollock then formed Pollock
Manufacturing, Inc., putting into the corporation the assets
purchased from Brew, including both the building and all
equipment. Pollock is the sole stockholder of the corporation,
and its president. Charles C. (Chris) Pollock (Chris Pollock),
who is the 27-year-old son of Charles E. Pollock, was named
corporate vice president and assistant secretary/treasurer.
Chris Pollock never actually worked for and never drew a
salary from Pollock Manufacturing. Throughout all times rel-
evant to this proceeding, Chris Pollock has been employed
full time by Proctor & Gamble in Albany, Georgia, approxi-
mately 50 miles from Blakely. Blake Pollock, the 22-year-
old younger son of Charles E. Pollock, was named as cor-
porate secretary/treasurer. At the time the business was
formed, Blake Pollock was still in college, but he later joined
his father in day-to-day operations of Pollock Manufacturing.
In addition to the assets placed into the business by
Charles E. Pollock, Pollock Manufacturing secured certain fi-
nancing necessary for its day-to-day operations. The corpora-
tion, with Charles E. Pollock’s personal endorsement, ob-
tained an operating loan line of credit with Bostwick Bank-
ing Company in an amount of $250,000. It also obtained a
‘‘revolving loan fund’’ loan from a regional/rural develop-
ment corporation (RDC) in a net amount of $125,000.
Pollock Manufacturing operated as a contract manufacturer
of garments in the apparel industry. It did not produce and
then attempt to sell products on the open market. Instead, it
contracted with other manufacturers to cut and sew various
garments to their specification. Although Pollock Manufac-
turing owned the entire building and all of the equipment
previously used by Brew at its Blakely, Georgia facility, its
operations were considerably smaller from those of its prede-
cessor. As a result, the plant was partially sealed off to save
on utility expenses. The portion of the facility not used for
production purposes was devoted to storage of equipment
purchased from Brew but not utilized by Pollock Manufac-
turing.
Employees at the Brew facility had been represented by
the Union for many years. Pollock Manufacturing, Inc.
agreed to recognize the Union and honor its existing collec-
tive-bargaining agreement with Brew subject to two amend-
ments, one relating to seniority and the other relating to in-
surance rates. These amendments/concessions were agreed to
by the Union, and the existing collective-bargaining agree-
ment was assumed in writing by Pollock Manufacturing.
Pollock Manufacturing began losing money from the very
beginning. It incurred unexpected overhead expenses, quality
control problems related to workmanship, and under esti-
mated insurance costs. On several occasions during its oper-
ation, Pollock Manufacturing sought, and was sometimes af-
forded, concessions on economic issues by the Union. Based
on the concessions sought and agreed to by the Union, it is
clear that one of Pollock Manufacturing’s principle focuses
was its expenditure for health insurance for its employees. In
fact, Charles E. Pollock concedes that his still unpaid debt
to the union health program eventually forced him to close
the business in December 1991, as discussed below.
Pollock Manufacturing employee Lillie Nell Smith testi-
fied that in late November or early December 1991, Super-
visor Mary Alice Gruber spoke to her about getting out of
the Union. Smith testified credibly that Gruber stated Smith
should get out of the Union because Charles E. Pollock was
tired of the Union ‘‘getting on his case’’ and that he ‘‘was
going to ship all the stuff to Newton and close the plant
down.’’ Newton is the plant which Pollock opened under the
name Pollock Apparel, discussed in greater detail below.
Respondent’s answer denies that Gruber was a supervisor
within the meaning of the Act. Lillie Smith testified credibly,
however, that Gruber regularly assigned work to employees.
Moreover, in his testimony, Charles E. Pollock admitted that
Gruber selected employees for layoff and recall based on her
evaluation of the employees. I find that Gruber was a super-
visor within the meaning of the Act.
Gruber denied making the statements attributed to her by
Smith. Gruber, who was once a union member, claimed that
she never talked to employees about the Union at all. In
view of various grievances which had been filed by employ-
ees at Pollock Manufacturing and in view of ongoing nego-
tiations between Pollock Manufacturing and the Union over
various contract consessions, I find it simply incredible that
Gruber, who, as I have indicated was herself once a union
member, never talked to the employees about the Union at
all. Respondent called 13 former employees of Pollock Man-
ufacturing to testify that they had never heard Gruber make
any threats to anyone concerning their union activity. From
this, Respondent argues that Smith should be discredited.
564 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
Some of these 13 former employees of Pollock Manufactur-
ing are now employed by, and in fact investors in, Elite
Manufacturing. I have no doubt that many of the 13 were
testifying truthfully, just as I have no doubt that some of the
13 testified as they did solely to help exculpate Charles E.
Pollock, on whom they depend for their livelihood. It is not
necessary, however, to comment individually on the credibil-
ity of these 13 individuals. None of them was a witness to
the conversation between Gruber and Smith. As between
Smith and Gruber, I have no trouble crediting Smith, who
testified in a candid, truthful manner concerning this con-
versation.
I find, based on the credible testimony of Lillie Nell
Smith, that Supervisor Mary Alice Gruber advised employees
to get out of the Union because Pollock was tired of prob-
lems with the Union and was going to move work to the Pol-
lock Apparel plant in Newton and close down Pollock Manu-
facturing. I find this threat to close Pollock Manufacturing
because of the Union violated Section 8(a)(1) of the Act.
B. Pollock Apparel
In mid-1991 a textile facility closed in Newton, Georgia.
Newton is approximately 40 miles east of Blakely and 10
miles west of Camilla, Georgia, where Charles E. Pollock re-
sides. In November 1991, Pollock rented a portion of this
closed facility and started what he called Pollock Apparel.
Pollock did not incorporate this business, but rather reg-
istered it for purposes of a business license under his son’s
name, Charles C. (Chris) Pollock t/a Pollock Apparel. Pol-
lock admits that his son, Chris, never took an active part in
this business, that Chris was employed full time elsewhere
during the time this business was in operation, and that its
actual operation was conducted by himself, Charles E. Pol-
lock, and a supervisor transferred directly from Pollock Man-
ufacturing, Inc.
That Pollock Apparel was from its inception a ruse simply
for Pollock Manufacturing to avoid certain obligations is
shown not only by Pollock listing the business in his son’s
name, when in fact Pollock was himself solely responsible
for operating the business, but equally by the way the busi-
ness was financed. The business was started with about
$5300. Charles E. Pollock supposedly loaned this amount to
Charles C. (Chris) Pollock to start the business. This sup-
posed loan was based solely on a purported verbal agree-
ment, and was never even reduced to writing. As indicated,
Chris Pollock never had anything to do with the operation
of the business. With the ‘‘loan’’ of money from Charles E.
Pollock to Chris Pollock and Charles E. Pollock selling him-
self sewing equipment from Pollock Manufacturing, Charles
E. Pollock initiated and operated Pollock Apparel.
Pollock Apparel began operations in November 1991 with
10 employees. Whereas Pollock Manufacturing, Inc. per-
formed cutting, sewing, and shipping functions, Pollock Ap-
parel operated solely as a sewing facility. It received precut
material from Pollock Manufacturing, sewed the material,
and returned it to Pollock Manufacturing for shipment.
In addition to Pollock and the supervisor transferred from
Pollock Manufacturing, four additional employees on the
Pollock Manufacturing payroll were sent to work at Pollock
Apparel to train employees. When Pollock Manufacturing
shut down in December 1991, as more fully discussed below,
at least nine employees were transferred from Pollock Manu-
facturing to Pollock Apparel. They remained there until Pol-
lock began a third business, Elite Manufacturing, back in
Blakely. The transferred employees then went to work for
Elite.
While Pollock Manufacturing and Pollock Apparel had
separate bank accounts, payroll and accounting functions
were performed for both facilities by Blake Pollock. Charles
E. Pollock contended that Pollock Manufacturing and Pollock
Apparel were operated at arm’s length. Pollock asserted, for
example, that Pollock Apparel was billed by Pollock Manu-
facturing for packing and shipping functions performed by
Pollock Manufacturing for Pollock Apparel. In fact, however,
all the evidence suggests that Pollock Apparel was never
more than a diversion of certain labor functions away from
Pollock Manufacturing in order to save on labor costs by
avoiding obligations pursuant to the collective-bargaining
agreement with the Union. As the sole person who operated
both entities, Charles E. Pollock was able to determine which
work would be performed by Pollock Manufacturing and
which work by Pollock Apparel. Cutting functions and ship-
ping functions were all performed by Pollock Manufacturing.
Equipment used at the Pollock Apparel facility came from
Pollock Manufacturing. Pollock simply effected a paper
transaction in which he sold himself certain sewing equip-
ment from Pollock Manufacturing, and which he then leased
to Pollock Apparel. Pollock admitted that contrary to formal
agreements calling for payments of monthly rent for use of
that equipment, Pollock Apparel in fact never paid rent or re-
imbursement for its use.
After Pollock Manufacturing, Inc. was shut down in De-
cember 1991, as more fully discussed below, Pollock Ap-
parel continued to operate for another 8 months. Pollock Ap-
parel was eventually also shut down on August 23, 1992.
Charles E. Pollock admits that although Pollock Apparel is
now out of business, the alleged ‘‘loan’’ be made to Chris
Pollock has never been repaid.
C. The Closing of Pollock Manufacturing, Inc.
In November and December 1991, financial conditions at
Pollock Manufacturing became particularly burdensome. Pol-
lock Manufacturing was behind 6 months in payments on its
loan to RDC. It was behind in tax payments, and it was con-
siderably behind in payments pursuant to the collective-bar-
gaining agreement for insurance benefits to employees. In
December 1991, Bostwick Banking Company refused to
make any further advances on its line of credit to Pollock
Manufacturing.
Pollock scheduled a meeting with the Union to discuss
further contract concessions. On the night of December 18,
however, Pollock made the decision to close Pollock Manu-
facturing. Pollock canceled the meeting with the Union, and
on December 19, wrote to the Union advising them of his
decision to close. Pollock offered to bargain with the Union
concerning the effects of the plant closing on employees. On
December 20, Pollock informed employees that Pollock
Manufacturing was closing immediately.
In early January 1992, Pollock reached agreement to sell
the building owned by Pollock Manufacturing to another tex-
tile manufacturer, Dana Undies, in Blakely. Pollock was al-
lowed to retain use of a large room in the building for stor-
age of equipment. Proceeds of the sale were used by Pollock
565POLLOCK MFG.
1 For reasons which are not apparent in the record, one former em-
ployee, Betty Cleveland, invested $1265. The others each invested
$1000.
Manufacturing to pay loans secured by the property and
taxes that were due.
On January 15, 1992, Pollock met with RDC to request
that their loan be left in place. Pollock also asked if the loan
could be shifted to a new company. RDC declined to con-
tinue the loan and told Pollock that the loan could not be
shifted to a new company unless Pollock could come up with
evidence of the value of existing equipment and his ability
to be successful in a new venture.
On January 17, 1992, Pollock and union representatives
met to discuss the effect of the closing of Pollock Manufac-
turing on its employees. The Union demanded that Pollock
extend recognition to the Union and apply the terms of the
collective-bargaining agreement at the Pollock Apparel facil-
ity. It also demanded that Pollock recognize the Union at any
other plant he might set up in the future. Pollock claimed
that he did not have authority to extend the collective-bar-
gaining agreement to Pollock Apparel. Pollock claimed that
this was solely his son’s operation, knowing full well this
was untrue. Pollock also declined to extend recognition to
the Union at any future plant he might open. The meeting
ended unsatisfactorily for all parties.
D. Elite Manufacturing, Inc.
The testimony of Charles E. Pollock makes it appear that
the birth of Elite Manufacturing, Inc. was entirely the seed
of former employees of Pollock Manufacturing who ap-
proached him about the possibility of opening up another
plant, and that he was simply acting out of civic responsibil-
ity. The record, however, reflects that a few weeks before
Elite was started, Pollock asked RDC to shift its loan to a
new company. Further, before the first organizational meet-
ing was ever held to form Elite, Charles E. Pollock had al-
ready obtained access to another sewing facility where the
business is now located. Thus, I conclude that Pollock was
obviously planning some reentry into the sewing industry
when one or more of the former employees of Pollock Man-
ufacturing fortuitously approached Pollock about his future
plans. Pollock advised that he did not have the money with
which to open another plant and that he was unable to obtain
financing. Someone suggested the possibility of former em-
ployees of Pollock Manufacturing investing some of their
own money in a new business, and a meeting was planned
to discuss trying to raise money for that purpose.
On January 27, 1992, Charles E. Pollock met with about
25 former employees of Pollock Manufacturing to try to see
if they could raise enough money to start a new business.
Pollock held this meeting at the facility which he had already
lined up and which would become the future home of Elite
Manufacturing, Inc. In addition to other former Pollock Man-
ufacturing employees who attended the meeting, three local
union officers, Jewelean Griffin, Jacquelyn Henderson, and
Rebecca George, attempted to attend the meeting. Former
Pollock Manufacturing Supervisor Ferell Evans became agi-
tated by their presence, called them ‘‘uninvited guests,’’ and
offered to throw them out. Pollock told Evans to calm down,
and that if he could not do so, he should leave. Pollock then
called the three individuals into what was to become his of-
fice. It is undisputed Pollock told them that the purpose of
the meeting was to try to raise money to form a new com-
pany. What Pollock said after that is in dispute. Griffin and
Henderson testified credibly Pollock stated he did not want
them at the meeting if they came to cause trouble, and he
feared they would go back and tell the Union what he might
say at the meeting. Griffin and Henderson also testified
credibly that Pollock stated he intended to operate this new
business in a nonunion setting.
Charles E. Pollock testified that after telling the three local
union officers the purpose of the meeting was to raise money
for a new business, he then told them they were welcome to
stay if they wanted to stay. According to Pollock, the three
chose on their own accord to leave. Katherine Lee, a former
Pollock Manufacturing employee who attended the meeting
but who decided not to invest in the new company, testified
that as the three local union officers were leaving the facility,
she heard Pollock tell them that they were welcome to stay
at the meeting. A composite of the credible testimony of
Griffin, Henderson, and Lee leads me to conclude that Pol-
lock invited/requested the three local union officers to leave
the meeting for fear they would report back to the Union, but
as they were leaving, Pollock publicly expressed a willing-
ness to let them stay. I do not conclude that the three local
union officers left on their own accord. Rather, they were in-
vited and requested to leave, although not forcibly ejected.
The January 27 meeting continued with about 25 former
Pollock Manufacturing employees. The result of that meeting
was that eight former employees of Pollock Manufacturing
each agreed to invest $1000 to help form a new business.
Whether Pollock’s contribution to the new business was es-
tablished that night is not altogether clear, but Pollock even-
tually put up $35,000 as more fully discussed below.
Although Elite Manufacturing, Inc. was not incorporated
until mid-March 1992, Elite was actually formed in January
and began business in mid-February 1992. As with Pollock
Manufacturing, the corporate officers are Charles E. Pollock,
president, Charles Chris Pollock, vice president, and Blake
Pollock, secretary-treasurer. The eight former Pollock Manu-
facturing employees who each invested approximately $1000
together own 19 percent of Elite Manufacturing stock.1
Charles E. Pollock, Chris Pollock, and Blake Pollock to-
gether own 81 percent of Elite stock. This stock represents
their collective $35,000 investment. This $35,000 was ob-
tained by a paper transaction in which Pollock Manufactur-
ing ‘‘sold’’ 70 sewing machines to Charles E. Pollock. These
sewing machines were then used as collateral for a personal
loan of $30,000 from Planters & Citizens Bank to Chris and
Blake Pollock.
As with Pollock Manufacturing, Charles E. Pollock is in
sole charge of the day-to-day business operations of Elite
Manufacturing. As with Pollock Manufacturing, Elite Manu-
facturing manufactures garments by contract in the apparel
industry. As with Pollock Manufacturing, Blake Pollock
works as an employee in the day-to-day operations of Elite,
while Chris Pollock has nothing to do with its day-to-day op-
erations.
The facility from which Elite Manufacturing operates is in
downtown Blakely, Georgia, only about a mile away from
the previous Pollock Manufacturing facility. The Elite Manu-
facturing facility is leased from, and is the old facility occu-
pied by, Dana Undies, which purchased the Pollock Manu-
566 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
facturing facility. The vast majority of Elite Manufacturing
employees and supervisors are former employees and super-
visors of Pollock Manufacturing, working in the same job
classifications previously held. Indeed, 42 employees and su-
pervisors hired by Elite worked in the same job classifica-
tions as they did at Pollock Manufacturing. The equipment
used by Elite Manufacturing all came from Pollock Manufac-
turing in the paper transaction previously described by which
Charles E. Pollock purchased it from Pollock Manufacturing
and then leased it to Elite Manufacturing.
The record warrants a conclusion that Charles E. Pollock
refused to hire certain former employees of Pollock Manu-
facturing at Elite Manufacturing because of their status as of-
ficers, former officers, or particularly active members of the
Union. Elite Manufacturing began production on February
18, 1992. On February 19, 11 employees named in the com-
plaint went to the Elite facility with their union representa-
tive and asked for work. Pollock responded that there were
no applications available, although he knew all of these em-
ployees personally and was well aware of their background
and qualifications. The employees were told to come back
the following day, when applications were provided. All em-
ployees named in the complaint submitted applications on
February 20, except Phillip Duffell and Flora Battle. Duffell
and Battle, however, were present in the group which at-
tempted to apply on February 19.
None of these individuals who approached Respondent
with their union representative were hired in spite of the fact
that almost all of Elite’s employees and supervisors came
from the ranks of former Pollock Manufacturing employees.
The reason advanced by Charles E. Pollock for not hiring
any of these individuals rings particularly hollow. The sole
reason advanced by Pollock in his testimony was that these
individuals responded on their applications for work at Elite
when asked how much they expected to make by stating a
dollar amount higher than the rate being paid by Elite. None
of the applications indicate that any of these individuals
would not work for less than the amount stated, yet Pollock
did not even give any of them the opportunity to accept or
reject less by offering them a job.
Analysis and Conclusions
In determining whether two or more entities are alter egos,
several factors are considered, including interrelation of oper-
ations, common ownership and financial control, centralized
control of labor relations, and common management. Addi-
tionally, the determination that one entity is merely the alter
ego of another depends to some extent on whether the trans-
fer of assets or the dissolution of the old entity is motivated
by union animus. Haley & Haley, 289 NLRB 649 (1988),
enfd. 880 F.2d 1147 (9th Cir. 1989); Crawford Door Sales
Co., 226 NLRB 1144 (1976).
In almost every alter ego case there are some differences
between the entities involved, and such is the case here as
well. Pollock Manufacturing, Pollock Apparel, and Elite
Manufacturing each had separate business licenses and sepa-
rate bank accounts at different banks. All have had separate
business locations. The main difference between each of
these entities, however, has been the size of the financial ar-
rangements which served as their foundation and the size of
their respective business operations. Pollock Manufacturing
had as its financial foundation a $125,000 ‘‘revolving loan
fund’’ and a $250,000 operating loan line of credit. Pollock
Manufacturing owned or was in the process of purchasing
the real estate and building from which it operated. Pollock
Apparel was a much smaller operation, limited to performing
only sewing work. It was begun with a mere $5300 ‘‘loan’’
from Charles E. Pollock to Chris Pollock. This ‘‘loan,’’ how-
ever, was never even reduced to writing, much less secured.
Elite Manufacturing was begun with total operating capital
of approximately $43,000. Each of eight former employees
of Pollock Manufacturing who invested approximately $1000
owns a small portion of stock in Elite Manufacturing. While
Charles E. Pollock owned 100 percent of the stock of Pol-
lock Manufacturing, and while Pollock and his two sons to-
gether own 81 percent of Elite Manufacturing, a substantial
portion of that 81 percent is owned by the two sons, Charles
Chris Pollock and Blake Pollock. Just as the financial under-
pinning of Elite Manufacturing is much smaller than that of
Pollock Manufacturing, so too is the scope of its business
operations. Elite Manufacturing began operations in February
1992 with approximately one quarter the number of employ-
ees of Pollock Manufacturing. As of the time of the hearing
here, Elite Manufacturing had never been larger than one-
half the size of Pollock Manufacturing.
While there are some differences between Pollock Manu-
facturing and Elite Manufacturing, primarily the size of the
operation and, to some extent, a difference in ownership,
there has also been significant interrelation of operations,
common ownership and financial control, a centralized con-
trol of labor relations, and common management between all
three businesses. All three businesses are identical in that
they all are engaged in the sewing industry performing con-
tract work. The record is quite convincing that Pollock Ap-
parel was never more than a mere extension of Pollock Man-
ufacturing. Although supposedly owned by Chris Pollock, it
was funded by a ‘‘loan’’ of $5300 by Charles E. Pollock.
The machinery used by Pollock Apparel came from Pollock
Manufacturing by a mere paper transaction in which Charles
E. Pollock as sole owner of Pollock Manufacturing sold cer-
tain equipment to himself which he then leased or rented to
Pollock Apparel. Charles E. Pollock admits that in fact Chris
Pollock had nothing to do with the operation of Pollock Ap-
parel, that he (Charles E. Pollock) was the person solely re-
sponsible for operating this business, and that in fact he
never received any rent for use of the machinery. Pollock
Apparel neither cut material nor packed or shipped finished
products. These functions were performed by Pollock Manu-
facturing. Both supervisors and employees of Pollock Manu-
facturing were transferred to Pollock Apparel. Later, many of
these employees went to work for Elite Manufacturing. In
short, Pollock Apparel was nothing more than a small labor
force gathered by Charles E. Pollock which he secreted in
a separate location from Pollock Manufacturing employees in
order to avoid paying contractual wages and, more particu-
larly, fringe benefits. Charles E. Pollock simply used his
son’s name in establishing this business in order to advance
the claim, as he later did when confronted by the Union, that
the business was not his own. I find that Pollock Apparel
was the alter ego of Pollock Manufacturing. By failing to
apply the terms and conditions of the collective-bargaining
agreement between Pollock Manufacturing and the Union to
employees of Pollock Apparel, they jointly violated Section
567POLLOCK MFG.
2 In its posttrial brief, Respondent argues that the collective-bar-
gaining agreement between Pollock Manufacturing and the Union
permitted Pollock to establish a new facility without applying the
terms of the collective-bargaining agreement to it. That argument is
rejected. I have carefully examined the collective-bargaining agree-
ment between Pollock Manufacturing and the Union, and I find no
such authority granted Pollock by the terms of that agreement. I
would note that this argument was first raised by Respondent’s
counsel in its posttrial brief. The collective-bargaining agreement
states that it applies only to the employees at the one location whom
it was originally meant to cover. Rather than granting the employer
future rights to close one business location and open another, the
contract language is simply an acknowledgement that as of the time
it was being signed, it applied only to the one existing location. The
contract expressly states that the right to terminate or discharge em-
ployees does not include the right to discriminate against them be-
cause of union activities. Nowhere do I find anything in that contract
which might grant the employer the right to establish an alter ego
for the purpose of avoiding contractual obligations.
8(a)(1) and (5) of the Act. O’Neill, Ltd., 288 NLRB 1354
(1988).
The record also establishes without question that Charles
E. Pollock is solely responsible for the day-to-day operation
of Elite Manufacturing, Inc. Even before the first organiza-
tional meeting was held to form Elite Manufacturing, Pollock
had secured space for what would become its location. In a
not-too-subtle effort to avoid being the majority stockholder,
stock was issued to sons Chris and Blake Pollock in return
for an ‘‘investment’’ of $30,000 loaned to them by an inde-
pendent bank but secured by equipment owned by Charles E.
Pollock, which he in turn supposedly ‘‘purchased’’ from Pol-
lock Manufacturing. Blake Pollock works for Elite Manufac-
turing simply as an employee, and Chris Pollock has nothing
to do with Elite Manufacturing, just as he had nothing to do
with Pollock Manufacturing. Regardless of the circuitous
route which he has tried to create, at every intersection the
roadsign points back to Charles E. Pollock. Either directly or
indirectly Charles E. Pollock has owned and controlled all of
the entities involved here. Moreover, all have been engaged
in the same business enterprise, utilizing the same employ-
ees, the same equipment, and working toward the same end.
The Board has traditionally found alter ego status to exist
where businesses exhibit common family ownership, a com-
mon business purpose, and evidence that other business en-
terprises were formed to escape economic obligations arising
from a collective-bargaining relationship. Advance Electric,
268 NLRB 1001 (1984). It is control, not ownership, which
is critical to an alter ego finding. Omnitest Inspection Serv-
ices, 297 NLRB 752, 754 (1990); O’Neill, Ltd., supra; Denzil
S. Alkire, 259 NLRB 1323 (1982). I find that Elite Manufac-
turing Company, Inc. is an alter ego of Pollock Manufactur-
ing, Inc. and Pollock Apparel. By failing to apply the terms
of the collective-bargaining agreement between Pollock Man-
ufacturing and the Union to employees of Elite Manufactur-
ing, Inc. both entities have jointly violated Section 8(a)(1)
and (5) of the Act.2 By discharging employees of Pollock
Manufacturing and establishing these alter egos for the pur-
pose of avoiding obligations pursuant to the collective-bar-
gaining agreement with the Union, Pollock Manufacturing
and its alter egos have violated Section 8(a)(1) and (3) of the
Act.
The Issue of Individual Liability
Heretofore, the conclusions have treated the liability of the
various business enterprises that are named as the Respond-
ents. The complaint also names Charles E. Pollock and Blake
Pollock in their individual capacities. The General Counsel
argues that the facts here warrant the conclusion that Charles
E. Pollock’s control over the other Respondents, and his indi-
vidual conduct in the commission of the unfair labor prac-
tices, warrants ‘‘piercing the corporate veil’’ to impose indi-
vidual liability on Charles E. Pollock, Charles C. (Chris) Pol-
lock, and Blake Pollock individually in order to prevent in-
equity and the frustration of the policies of the Act. Re-
spondents argue that none of these individuals should be held
personally liable because there is no evidence that any of
them diverted any of the assets of any of the corporations
or entities involved here for their own personal gain. Re-
spondent argues that piercing the corporate veil is not justi-
fied.
The findings made above show that Charles E. Pollock
owned all the stock of Pollock Manufacturing. In spite of li-
censing Pollock Apparel in his son Chris’ name, Pollock Ap-
parel was entirely and solely operated by Charles E. Pollock.
An analysis of the financial arrangements which served as
the underpinning for Elite Manufacturing shows that as a
practical matter Charles E. Pollock has dominated and con-
trolled that entity from its outset. Although Pollock sup-
posedly owns a minority of the outstanding stock, Pollock
and his two sons together own 81 percent of the corporation.
The stock issued to sons Chris and Blake was purchased with
$30,000 loaned to them in return for security in equipment
owned not by them but by Charles E. Pollock. Lastly, the
record clearly establishes that Charles E. Pollock has effected
various sales of equipment from Pollock Manufacturing to
himself for the purpose of leasing or renting them to other
entities involved here. Further, Charles E. Pollock is solely
responsible for the day-to-day operations of Elite Manufac-
turing.
The foregoing findings demonstrate conclusively that
Charles E. Pollock personally was the dominate figure in the
plan of evasion that I have described above and that he com-
mitted substantial personal assets to achieving this goal. In
the absence of imposing personal liability on Charles E. Pol-
lock for the unfair labor practices that have been found, it
is most likely that the remedy provided and the purposes of
the Act will be totally frustrated. I find that Charles E. Pol-
lock is the alter ego of Pollock Manufacturing, Inc. as well
as Pollock Apparel and Elite Manufacturing and is individ-
ually responsible for the unfair labor practices. O’Neill, Ltd.,
supra, and cases cited there.
I am not as convinced the record here warrants a finding
of individual liability on Charles C. (Chris) Pollock or Blake
Pollock, other than as noted here. Neither of these individ-
uals owned Pollock Manufacturing, and neither controlled ei-
ther Pollock Manufacturing or Pollock Apparel. Even now,
in spite of their nominal ownership of Elite Manufacturing,
Chris Pollock has nothing to do with and is not even em-
ployed by Elite. All indications are that Blake Pollock is in
reality simply an employee of Elite, just as he was simply
an employee of Pollock Manufacturing. Charles C. (Chris)
Pollock is, of course, individually liable as the legal owner
of record of Pollock Apparel, but I would limit his individual
liability to that portion of the remedy directly applicable to
568 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
3 If no exceptions are filed as provided by Sec. 102.46 of the
Board’s Rules and Regulations, the findings, conclusions, and rec-
ommended Order shall, as provided in Sec. 102.48 of the Rules, be
adopted by the Board and all objections to them shall be deemed
waived for all purposes.
Pollock Apparel failing to apply the terms of the collective-
bargaining agreement to its employees. Without more, I will
not impose any further individual liability on either Chris
Pollock or Blake Pollock.
CONCLUSIONS OF LAW
1. Pollock Manufacturing, Inc. is, and has been at all times
material, a Georgia corporation which prior to December
1991 operated a sewing facility in Blakely, Georgia, and is
an employer engaged in commerce within the meaning of
Section 2(6) and (7) of the Act.
2. Charles E. Pollock, an individual; Charles C. (Chris)
Pollock t/a Pollock Apparel; and Elite Manufacturing, Inc.
have been and are the alter ego of Pollock Manufacturing,
Inc., and have been a single employer within the meaning of
Section 2(2) of the Act, engaged in commerce and in a busi-
ness affecting commerce within the meaning of Section 2(6)
and (7) of the Act.
3. Amalgamated Clothing and Textile Workers Union is,
and has been at all times material, a labor organization with-
in the meaning of Section 2(5) of the Act.
4. At all times material, Amalgamated Clothing and Tex-
tile Workers Union has been the exclusive collective-bargain-
ing representative of the employees in the appropriate unit
described below within the meaning of Section 9(a) of the
Act:
All production and maintenance employees employed
by the employer at its Blakely and Newton, Georgia,
facilities, but excluding office clerical employees, plant
clerical employees, mechanics, professional employees,
guards and/or watchmen and supervisors as defined in
the Act.
5. By terminating the employees of Pollock Manufactur-
ing, Inc. for the purpose of avoiding the terms and conditions
of the collective-bargaining agreement then in effect and to
avoid certain obligations under the Act, Pollock Manufactur-
ing, Inc.; Charles E. Pollock, an individual; Charles C.
(Chris) Pollock t/a Pollock Apparel; and Elite Manufacturing,
Inc. violated Section 8(a)(1) and (3) of the Act.
6. By refusing to reinstate the employees employed at Pol-
lock Manufacturing, Inc. described above in paragraph 5,
Pollock Manufacturing, Inc.; Charles E. Pollock, an individ-
ual; Charles C. (Chris) Pollock t/a Pollock Apparel and Elite
Manufacturing, Inc. violated Section 8(a)(1) and (3) of the
Act.
7. At all times after December 1991, Pollock Manufactur-
ing, Inc.; Charles E. Pollock, an individual; Charles C.
(Chris) Pollock t/a Pollock Apparel; and Elite Manufacturing,
Inc. violated Section 8(a)(1) and (5) of the Act by repudiat-
ing the collective-bargaining agreement then in effect and ap-
plicable to the employees in the unit described above; by
unilaterally altering the wages, hours, benefits, and other
terms and conditions of employment of the employees in the
unit described above; and by refusing to recognize and bar-
gain in good faith with the exclusive representative of the
employees employed in the unit described above.
8. The unfair labor practices found to have been engaged
in, as described above, have a close, intimate, and substantial
relationship to trade, traffic, and commerce among the sev-
eral States and tend to lead to labor disputes burdening and
obstructing commerce and the free flow of commerce within
the meaning of Section 2(6) and (7) of the Act.
THE REMEDY
Having found that Pollock Manufacturing, Inc.; Charles E.
Pollock, an individual; Charles C. (Chris) Pollock t/a Pollock
Apparel; and Elite Manufacturing, Inc. engaged in certain
unfair labor practices in violation of Section 8(a)(1), (3), and
(5) of the Act, I shall recommend that they be ordered to
cease and desist therefrom and to take certain affirmative ac-
tion designed to effectuate the policies of the Act.
The Respondents shall be required to offer immediate rein-
statement to their former positions of employment or, if
those positions no longer exist, to substantially equivalent
positions, without prejudice to their seniority or other rights
and privileges, to all employees terminated as a result of the
December 1991 closure of Pollock Manufacturing, Inc. The
Respondents shall dismiss, if necessary, anyone who may
have been hired or assigned to perform the work that they
had been performing prior to their termination in December
1991. The Respondents shall be required to make these em-
ployees whole for all losses they suffered by reason of their
unlawful terminations. Backpay shall be computed in the
manner prescribed in F. W. Woolworth Co., 90 NLRB 289
(1950), with appropriate interest as computed in New Hori-
zons for the Retarded, 283 NLRB 1173 (1987).
In addition, the Respondents shall be required to make
whole all employees for any losses sustained by the failure
to apply the terms and conditions of the above-described col-
lective-bargaining agreement to employees employed by
Charles C. (Chris) Pollock t/a Pollock Apparel and Elite
Manufacturing, Inc. The Respondents shall also commence
immediately to give effect to the collective-bargaining agree-
ment with the Union and maintain the terms and conditions
of employment contained in that agreement in effect until
agreement is reached through collective bargaining on new
terms and conditions of employment of the unit employees
or a bonafide impasse is reached in negotiations.
On these findings of fact and conclusions of law and on
the entire record, I issue the following recommended3
ORDER
The Respondents, Charles E. Pollock, an individual, Pol-
lock Manufacturing, Inc., Charles C. (Chris) Pollock t/a Pol-
lock Apparel, and Elite Manufacturing, Inc., Blakely, Geor-
gia, their officers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Deciding to close, closing, and reopening facilities
under a different name in an effort to terminate existing bar-
gaining relationships and to escape the obligations imposed
by collective-bargaining agreements.
(b) Failing and refusing to apply to all employees in the
contractual bargaining unit all terms and conditions of em-
ployment contained in the collective-bargaining agreement
between Pollock Manufacturing, Inc. and the Union, absent
the express written consent of the Union.
569POLLOCK MFG.
4 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.’’
(c) Terminating operations, replacing, discharging, refusing
to reinstate, or otherwise discriminating against employees
regarding hire or tenure of employment or any term or condi-
tion of employment for engaging in activities on behalf of
a labor organization or for engaging in activity protected by
Section 7 of the Act.
(d) Refusing to recognize and to bargain collectively with
the Union in the contractual bargaining unit found appro-
priate.
(e) In any like or related manner interfering with, restrain-
ing, or coercing employees in the exercise of the rights guar-
anteed by Section 7 of the Act.
2. Take the following affirmative action necessary to ef-
fectuate the policies of the Act.
(a) On request, recognize and bargain collectively with
Amalgamated Clothing and Textile Workers Union as the ex-
clusive collective-bargaining representative of the employees
employed in the bargaining unit heretofore found appropriate.
(b) Apply the terms and conditions of the aforesaid collec-
tive-bargaining agreement with Amalgamated Clothing and
Textile Workers Union to the employees employed in the ap-
propriate bargaining unit.
(c) Make whole all employees and any appropriate trust
fund for all loses suffered as a result of the failure to apply
the terms and conditions of the aforesaid collective-bargain-
ing agreement to employees employed in the bargaining unit
described herein.
(d) Offer to all employees terminated as a result of the
closure of Pollock Manufacturing, Inc. in December 1991
immediate and full reinstatement to their former positions of
employment dismissing, if necessary, anyone who may have
been hired to perform the work that they had been perform-
ing prior to the date on which they were terminated or, if
those positions no longer exist, to substantially equivalent
positions, without prejudice to their seniority or other rights
and privileges, and make them whole for all losses suffered
as a result of the discrimination against them in the manner
set forth above in the remedy section of this decision.
(e) Preserve and, on request, make available to the Board
or its agents for examination and copying, all payroll records,
social security payment records, timecards, personnel records
and reports, and all other records necessary to analyze the
amount of backpay due under the terms of this Order.
(f) Post at its Blakely, Georgia facility copies of the at-
tached notice marked ‘‘Appendix.’’4 Copies of the notice, on
forms provided by the Regional Director for Region 10, after
being signed by the Respondents’ authorized representative,
shall be posted by the Respondents immediately on receipt
and maintained for 60 consecutive days in conspicuous
places including all places where notices to employees are
customarily posted. Reasonable steps shall be taken by the
Respondents to ensure that the notices are not altered, de-
faced, or covered by any other material.
(g) Mail copies of the attached notice marked ‘‘Appen-
dix’’ to the last known address of all employees terminated
as a consequence of the closing of Pollock Manufacturing,
Inc. and Pollock Apparel.
(h) Notify the Regional Director in writing within 20 days
from the date of this Order what steps the Respondents have
taken to comply.