Sanitation Salvage Corp.

National Labor Relations Board - Board Decisions

Jul 12, 2004

342 N.L.R.B. 449 (N.L.R.B. 2004)

SANITATION SALVAGE CORP.
342 NLRB No. 41
449
Sanitation Salvage Corporation and Local 813, Inter-
national Brotherhood of Teamsters, AFL–CIO.
Case 2–CA–35481–1
July 12, 2004
DECISION AND ORDER
BY CHAIRMAN BATTISTA AND MEMBERS LIEBMAN
AND WALSH
On March 8, 2004, Administrative Law Judge Michael
A. Rosas issued the attached decision. The Respondent
filed exceptions and a supporting brief. The Charging
Party filed an answering brief. The General Counsel
filed a brief in support of the judge’s decision.
The National Labor Relations Board has delegated its
authority in this proceeding to a three-member panel.
The Board has considered the decision and the record
in light of the exceptions and briefs and has decided to
affirm the judge’s rulings, findings,1 and conclusions as
modified and to adopt the recommended Order as modi-
fied.2
Background
The issue presented in this case is whether the Re-
spondent violated Section 8(a)(5) and (1) of the Act by
failing and refusing to sign a contract submitted to it by
the Union for execution. Section 8(d) of the Act requires
the parties to a collective-bargaining relationship, once
they have reached agreement on the terms of a collective-
bargaining agreement, to execute that agreement at the
request of either party. Hempstead Park Nursing Home,
341 NLRB No. 41, slip op. at 2 (2004) (citing H. J.
Heinz Co. v. NLRB, 311 U.S. 514 (1941)). A failure to
do so constitutes a violation of Section 8(a)(5).
The judge found that the Respondent and the Union
reached an agreement binding the Respondent to the
terms and conditions of a collective-bargaining agree-
ment to be negotiated between the Union and one of the
two major companies in the waste disposal industry in
New York City.3 This type of agreement is commonly
referred to as a “me-too” agreement. The me-too agree-

1 The Respondent has excepted to some of the judge’s credibility
findings. The Board’s established policy is not to overrule an adminis-
trative law judge’s credibility resolutions unless the clear preponder-
ance of all the relevant evidence convinces us that they are incorrect.
Standard Dry Wall Products, 91 NLRB 544 (1950), enfd. 188 F.2d 362
(3d Cir. 1951). We have carefully examined the record and find no
basis for reversing the findings.
2 We shall modify the judge’s recommended Order to conform to the
Board’s standard remedial language, and in accordance with Ferguson
Electric Co., 335 NLRB 142 (2001); and we shall substitute a new
notice.
3 The two companies are Waste Management of New York and Al-
lied Waste Industries. They are referred to herein as employers A and
B, respectively.
ment obligated the Respondent to sign and be bound by
the collective-bargaining agreement that would be
reached between the Union and employer A or B. Sub-
sequently, the Union reached agreements with employers
A and B. The Union then tendered the “A” contract to
the Respondent. The Respondent refused to sign the
agreement. The judge found that this refusal violated
Section 8(a)(5) and (1) of the Act.
The Respondent defends, on two grounds, its refusal to
execute the collective-bargaining agreement with the
Union. First, the Respondent argues that no authorized
agent ever signed the me-too agreement on the Respon-
dent’s behalf. Second, the Respondent contends that,
even if the Respondent did sign the me-too agreement,
the terms of that agreement were so ambiguous as to ren-
der it unenforceable.
We find, as explained below, that there was authoriza-
tion to reach a me-too agreement, and an agreement was
reached. Further, although its terms may have been am-
biguous, extrinsic evidence in the record clarifies the
ambiguity. More specifically, the evidence shows that
the parties agreed to adopt the Union’s choice of either of
the collective-bargaining agreements negotiated between
the Union and employers A or B. The Union presented
its choice of collective-bargaining agreement to the Re-
spondent, which the Respondent refused to sign. We
find that, by so refusing, the Respondent violated Section
8(a)(5) and (1).
Facts
The judge has fully set out the facts. In brief, the Re-
spondent is a waste disposal services company that em-
ploys 15 employees and has had a bargaining relation-
ship with the Union since the early 1980s. Steven
Squiteri and his mother, Theresa, each owns 50 percent
of the company. Steven is the Respondent’s president
and Theresa is its vice president and secretary. The Re-
spondent employs Steven’s brother, John Squiteri, who
served as its operations manager until March 1, 2003.
As operations manager, John Squiteri was responsible
for the Respondent’s daily operations. He also dealt with
the Union on many issues, including employee griev-
ances, pension fund contribution delinquencies, and re-
mittance of union dues. He also personally handled a
prior case involving an unfair labor practice charge filed
by the Union. In that case, John sent a letter to the Board
stating that the Union should send a collective-
bargaining agreement to his office for signing. Appar-
ently, the case was resolved on this basis. In another
matter in 2001, John sent a letter to the Union agreeing
on the Respondent’s behalf to increase fund contribu-
tions. Also, John sometimes signed employees’ pay-
checks. On one occasion, the Union asked John to allow
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD

450
the Respondent’s employees to honor a picket line at
another employer’s premises. John granted the Union’s
request.
The Respondent and the Union have been bound to a
series of collective-bargaining agreements. The Respon-
dent has never negotiated its own contract. Instead, it
has always signed me-too agreements, binding it to col-
lective-bargaining agreements negotiated by the Union
and other industry employers. The most recent collec-
tive-bargaining agreement to which the Union and Re-
spondent were bound expired on July 31, 2002.
After the collective-bargaining agreement expired on
July 31, 2002, Union Agent Sean Campbell telephoned
John Squiteri and asked whether the Respondent in-
tended to negotiate an individual contract or sign another
me-too agreement. John replied that the Respondent was
interested in signing a me-too agreement. Several days
later, Campbell personally delivered a one-page me-too
agreement to the Respondent’s office.4 John Squiteri
told Campbell that he would review the me-too agree-
ment and speak with Steven Squiteri about it. The me-
too agreement provided:

The undersigned Employer hereby agrees to ex-
tend its current collective bargaining agreement with
Local 813, IBT from December 1, 1999 through July
31, 2002.
The undersigned Employer agrees to accept and
adopt all terms and conditions contained in any suc-
cessor collective bargaining agreement (replacing
the agreement which expires July 31, 2002) negoti-
ated between Local 813, IBT and Waste Manage-
ment of New York or Allied Waste Industries, Inc.
d/b/a Waste Services of NY, Inc., covering employ-
ees in the private sanitation industry in New York
City once that successor agreement is negotiated.

In early September 2002, John Squiteri telephoned
Campbell and informed him that Steven Squiteri had
executed the me-too agreement. Campbell picked up the
signed agreement several days later. The me-too agree-
ment bears the purported signature of Steven Squiteri,
written above his pre-printed name and title. However,
as found by the judge, John signed Steven’s name. Un-

4 Union Agent Campbell testified that, when he dropped off the me-
too agreement, he told John Squiteri that the Respondent had the option
of choosing between the Waste Management agreement and the Waste
Services agreement by striking from the me-too agreement the name of
the collective-bargaining agreement that the Respondent did not want.
The judge made no express credibility finding regarding this specific
testimony. The judge did find, however, that “Campbell’s version of
the events [i.e., the drop-off meeting] was very credible and he had a
specific recollection of his discussions with John Squiteri.” There is no
credited testimony specifically refuting Campbell’s testimony.
ion Agent Campbell testified that, when he picked up the
signed me-too agreement, he saw that the Respondent
had not struck the name of one of the collective-
bargaining agreements. Campbell testified further that
he noted this fact to John Squiteri and told him that the
Union would probably choose to give the Respondent the
Waste Management agreement. According to Campbell,
John Squiteri replied that he did not care because he
heard the contracts were similar. (Tr. at 58–59.)
On October 30, 2002, the Union entered into a collec-
tive-bargaining agreement with employer A. This collec-
tive-bargaining agreement was one of the two successor
agreements expressly referenced in the me-too agreement.5
In January 2003,6 Steven Squiteri asked Union Agent
Sylvester Needham for the “new agreement,” without
specifying which agreement. In February, Steven tele-
phoned Campbell and informed Campbell that he had
replaced John Squiteri as operations manager and asked
about the status of the new agreement. Again, Steven
neither specified which agreement he was referencing
nor asked Campbell which collective-bargaining agree-
ment the Union wanted. Campbell replied that the new
agreement would be ready within a few weeks.
Steven Squiteri called Campbell again in March and
asked about the new agreement. Campbell assured him that
the new agreement would be ready soon. Campbell also
brought up the subject of several employees’ grievances.
Steven Squiteri and Campbell agreed to meet on April 1.
On April 1, Campbell presented two copies of a collec-
tive-bargaining agreement to Steven Squiteri for signa-
ture. The agreement contained the terms of the October
2002 employer A agreement. In response, Steven men-
tioned that there were several outstanding grievances and
refused to sign the agreement.
At the April 1 meeting, Steven did not state that his re-
fusal to sign the proffered agreement was based on the
choice between the two agreements, or that the employer
A agreement was the wrong agreement. Nor did Steven
state that he was not obligated to sign the agreement be-
cause he had not signed the me-too agreement. Rather,
as found by the judge, Steven’s refusal to sign the prof-
fered agreement resulted from his irritation over the
pending grievances.
The parties met again on May 5. Steven Squiteri again
refused to sign the Union’s April 1 contract containing
the terms of the employer A agreement. For the first
time, Steven denied ever signing the me-too agreement
and said that it was a forgery. The Respondent’s attor-
ney then advised the Union that the matter could be re-

5 The other referenced successor agreement, between the Union and
employer B, was not entered into until June 5, 2003.
6 All dates hereafter are in 2003 unless otherwise designated.
SANITATION SALVAGE CORP.

451
solved if the Union gave the Respondent some relief on a
wage rate for helpers. The Union declined to negotiate.
Analysis
We agree with the judge that the Respondent and the
Union reached an agreement binding the parties to a col-
lective-bargaining agreement. The judge found, and we
agree, that John Squiteri had apparent authority to bind
the Respondent to the me-too agreement. “Apparent
authority results from a manifestation by the principal to
a third party that creates a reasonable basis for the latter
to believe that the principal has authorized the alleged
agent to perform the acts in question.” Southern Bag
Corp., 315 NLRB 725, 725 (1994). Such manifestation
of authority occurred here.
John is the brother and son, respectively, of the Re-
spondent’s two co-owners. The Respondent employed
John as its operations manager. The Respondent en-
trusted John with the responsibility of running its day-to-
day operations and held John out as its primary represen-
tative in dealings with the Union. John dealt with the
Union on the Respondent’s behalf on many occasions
over the years. As previously set forth, John frequently
represented the Respondent in resolving union griev-
ances. John also dealt with the Union on other matters of
contract administration, including the following: he
wrote to the Union, memorializing an agreement to in-
crease the Respondent’s contributions to various union
funds; he wrote the Board’s Regional Office—in an un-
fair labor practice investigation—stating that the Union
was to bring the agreement to his office for signing; and
he granted the Union’s request to honor a picket line at
another employer’s premises. By giving John the re-
sponsibility to handle the above matters with the Union,
the Respondent caused the Union to reasonably believe
that John had authority to enter into a collective-
bargaining agreement on its behalf.7
John exercised this authority in early September 2002,
when he telephoned Union Agent Campbell and in-
formed him that Steven had executed the me-too agree-
ment, thereby creating a binding agreement between the
Respondent and the Union, and a legal obligation for the
Respondent to sign the agreement.8 Therefore, we need
not address whether John also had apparent authority to
sign Steven’s name, because regardless of such authority

7 See 301 Holdings, LLC, 340 NLRB 366, 370 (2003) (agent had ap-
parent authority to sign form adopting association agreement because
employer had repeatedly sent agent to represent employer in its deal-
ings with union); Builders, Woodworkers, & Millwrights Local (Glens
Falls Contractors Assn.), 341 NLRB 448, 452 (2004) (employer’s
designated negotiator had apparent authority to reach collective-
bargaining agreement with union).
8 H. J. Heinz Co., 311 U.S. at 523–526.
there was a binding contract between the Respondent and
the Union, and a refusal to sign would have been a viola-
tion of Section 8(a)(5). Since the absence of a signature
would not have negated the agreement, we believe that a
false signature would similarly not negate the agreement.
The essential point is that there was an agreement.9
We also find that Steven Squiteri, who undisputedly
had actual authority to enter into an agreement on the
Respondent’s behalf, ratified the agreement. Ratification
is “the affirmance by a person of a prior act that did not
bind him but which was done or professedly done on his
account, whereby the act, as to some or all persons, is
given effect as if originally authorized by him.” Service
Employees International Union Local 87 (West Bay
Building Maintenance), 291 NLRB 82, 83 (1988).
The judge specifically found that Steven was aware
that a me-too agreement had been reached by John and
the Union. He called the Union on three occasions in
early 2003 to ask when the Respondent would receive its
collective-bargaining agreement. Far from repudiating
John’s conduct, Steven Squiteri’s actions during these
conversations recognized the agreement. Thus, Steven’s
conduct indicated that he had ratified John’s conduct.
Accordingly, the Respondent is bound to the terms of the
me-too agreement. Cf. A.B.C. Drywall Co., 221 NLRB
238 (1975) (employer’s president ratified conduct of his
brother, who had affixed president’s signature to collec-
tive-bargaining agreement, by failing to repudiate con-
tract after learning of his brother’s actions and by apply-
ing agreement’s terms).
Concededly, the me-too agreement may have been
ambiguous. As noted above, the me-too agreement pro-
vides that the Respondent “agrees to accept and adopt all
terms and conditions contained in any successor collec-
tive bargaining agreement . . . negotiated between [the
Union] and [employer A] or [employer B].” Thus, the
me-too agreement obligates the Respondent to adopt any
successor agreement negotiated between the Union and
employer A or employer B. It does not, however, clearly
establish a method for identifying which of the agree-
ments must be adopted. Nor does the me-too agreement
explicitly grant to the Union the option of choosing be-
tween the agreements. Instead, the language of the me-
too agreement is ambiguous as to which party can decide
which agreement will be applied.
Although the me-too agreement may be ambiguous, it
is not unenforceable. Under established rules of contract

9 See Ben Franklin National Bank, 278 NLRB 986 (1986) (employer
had statutory duty to execute agreement where its president, with ap-
parent authority, implied to union that employer’s board of directors
had approved offer, which was a condition of contract formation, even
though board of directors had never approved offer).
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD

452
interpretation, if the wording of a provision is ambiguous
—that is, unclear, or susceptible of more than one inter-
pretation—the Board can turn to extrinsic evidence. Des
Moines Register & Tribune Co., 339 NLRB 1035, 1037
(2003). The extrinsic evidence in this case supports a
finding that the Respondent gave the option of choosing
between agreements to the Union. Union Agent Camp-
bell testified that, when he dropped off the me-too
agreement, he told John Squiteri that the Respondent had
the right to choose between the Waste Management
agreement and the Waste Services agreement. Campbell
testified further that, when he picked up the signed
agreement, he remarked to John Squiteri that the Re-
spondent had failed to strike the name of the undesired
agreement and, consequently, that the Union would
probably choose to give the Respondent the Waste Man-
agement agreement. Campbell testified that John
Squiteri responded that “he didn’t care” if the Union
chose the Waste Management agreement because he had
heard that there would not be much difference between
the two.10
Additional light is shed on the parties’ understanding
of the me-too agreement by Steven Squiteri’s conduct.
On April 1, when the Union presented the Waste Man-
agement agreement, Steven did not respond by stating
that the Respondent, not the Union, had the right to
choose between agreements. Instead, Steven responded
by mentioning several outstanding grievances before
announcing his refusal to sign. Steven Squiteri’s failure
to assert that the Respondent had the right to choose be-
tween collective-bargaining agreements shows that the
parties understood that it was the Union’s choice. Based
on the above extrinsic evidence, we find that the me-too
agreement has been sufficiently clarified to be enforced.
In sum, the Respondent bound itself to the me-too
agreement, and the me-too agreement is sufficiently
definite, in light of extrinsic evidence, to constitute an
enforceable contract. The me-too agreement obligated
the Respondent to adopt the Union’s choice of two col-
lective-bargaining agreements. Consequently, the Re-
spondent violated Section 8(a)(5) and (1) when it refused
to sign the collective-bargaining agreement presented by
the Union on April 1, and again on May 5.

10 The judge neither credited nor discredited Campbell’s testimony
on this specific point. However, the judge did find that Campbell was
“very credible” regarding his account of the meetings where he dropped
off and picked up the me-too agreement. Further, there is no credited
record evidence contradicting Campbell’s testimony. Accordingly, we
rely on it. See R & H Coal Co., 309 NLRB 28 fn. 2 (1992), enfd. mem.
16 F.3d 410 (4th Cir. 1994); Globe Gear Co., 189 NLRB 422 fn. 2
(1971), enfd. 451 F.2d 1348 (6th Cir. 1971).
ORDER
The National Labor Relations Board adopts the rec-
ommended Order of the administrative law judge as
modified below and orders that the Respondent, Sanita-
tion Salvage Corporation, Bronx, New York, its officers,
agents, successors, and assigns, shall take the action set
forth in the Order as modified.
1. Substitute the following for paragraph 2(a) and
reletter the succeeding paragraphs accordingly.
“(a) Execute the collective-bargaining agreement de-
livered to the Respondent on April 1, 2003, incorporating
all of the provisions contained in the collective-
bargaining agreement entered into between Local 813,
International Brotherhood of Teamsters, AFL–CIO and
Waste Management of New York on October 30, 2002.
“(b) Make employees whole, with interest, for any
losses they may have suffered as a result of the Respon-
dent’s refusal to execute the agreement specified in the
preceding paragraph, in the manner set forth in the rem-
edy section of the judge’s decision.”
2. Substitute the following for paragraph 2(b).
“(c) Preserve and, within 14 days of a request, or such
additional time as the Regional Director may allow for
good cause shown, provide at a reasonable place desig-
nated by the Board or its agents, all payroll records, so-
cial security payment records, timecards, personnel re-
cords and reports, and all other records, including an
electronic copy of such records if stored in electronic
form, necessary to analyze the amount of backpay due
under the terms of this Order.”
3. Substitute the attached notice for that of the admin-
istrative 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 Federal labor law and has ordered us to post and
obey this notice.

FEDERAL LAW GIVES YOU THE RIGHT TO

Form, join, or assist any union
Choose representatives to bargain with us on your
behalf
Act together with other employees for your benefit
and protection
Choose not to engage in any of these protected ac-
tivities.
SANITATION SALVAGE CORP.

453
WE WILL NOT refuse to execute the collective-
bargaining agreement delivered to us on April 1, 2003,
incorporating all of the provisions contained in the collec-
tive-bargaining agreement entered into between Local 813,
International Brotherhood of Teamsters, AFL–CIO and
Waste Management of New York on October 30, 2002.
WE WILL NOT in any like or related manner interfere
with, restrain, or coerce you in the exercise of the rights set
forth above.
WE WILL execute the collective-bargaining agreement
delivered to us on April 1, 2003, and WE WILL give effect
to all of the provisions contained in that agreement, retro-
active to August 1, 2002.
WE WILL make you whole, with interest, for any losses
you may have suffered as a result of our refusal to execute
the agreement.
SANITATION SALVAGE CORPORATION

Simon-Jon H. Koike, Esq., for the General Counsel.
Denise A. Forte, Esq., of White Plains, New York, for the Re-
spondent.
Michael S. Lieber, Esq., of Long Island City, New York, for the
Charging Party.
DECISION
STATEMENT OF THE CASE
MICHAEL A. ROSAS, Administrative Law Judge. This case
was tried in New York City, New York, on October 8–9, 2003.
The charge was filed May 7, 2003, and the complaint was is-
sued June 27, 2003. The complaint alleges that the Respondent
violated Section 8(a)(5) and (1) of the National Labor Relations
Act (Act) by failing to sign the agreement reached by it and the
Union that represents its employees. The Respondent filed an
answer denying the essential allegations in the complaint.
On September 12, 2002, the Respondent and Local 813, Inter-
national Brotherhood of Teamsters, AFL–CIO (Union) allegedly
executed an agreement binding the Respondent to the terms and
conditions of a successor collective-bargaining agreement to be
negotiated between the Union and one of the two major compa-
nies in the waste disposal industry in the New York City metro-
politan area, Waste Management of New York (Waste Manage-
ment) and Allied Waste Industries, Inc. d/b/a Waste Services of
New York, Inc. (Waste Services).1 That type of agreement is
commonly referred to in collective-bargaining parlance as a “me-
too” agreement. The Union entered into an agreement with
Waste Management on October 30, 2002 (Waste Management
agreement), and a separate agreement with Waste Services on
June 5, 2003.2 On April 1, 2003, the Union delivered a collec-
tive-bargaining agreement (new contract) reflecting the terms and
conditions of the Waste Management agreement to the Respon-

1 GC Exh. 4.
2 GC Exhs. 5, 8.
dent for execution.3 However, the Respondent has refused to
sign the new contract.
The Respondent contends that it never signed the me-too
agreement on September 12, 2002, or any other date. It denies
that the me-too agreement was signed by its president, Steven
Squiteri, or anyone authorized to sign on his behalf. The Re-
spondent further contends that, even if it is determined that it
executed the me-too agreement, that agreement was legally
defective because it was patently ambiguous by purporting to
bind the Respondent to either of two agreements.
The principle issues in determining whether the Respondent
violated Section 8(a)(5) and (1) of the Act are (1) whether the
Respondent executed the me-too agreement, and (2) if so,
whether the terms and conditions of the me-too agreement con-
stituted a meeting of the minds between the Union and the Re-
spondent. On the entire record, including my observation of
the demeanor of the witnesses, and after considering the briefs
filed by the General Counsel, the Respondent and Charging
Party, I make the following
FINDINGS OF FACT
I. JURISDICTION
The Respondent, a corporation, operates a facility in Bronx
County, New York, and provides waste disposal services to
commercial establishments in New York City and Westchester
County, New York, where it annually provides services valued
in excess of $50,000 to entities located within the State of New
York. The Respondent admits, and I find, that it 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. The Respondent’s Operation and Management Structure
The Respondent, a family-owned company, operates a waste
disposal services company in Bronx County, New York, and
employs approximately 15 people. It is jointly owned by Ste-
ven Squiteri and his mother, Theresa Squiteri. Steven Squiteri
is the president and Theresa Squiteri is the vice presi-
dent/secretary. Other family members involved in the business
include Steven Squiteri’s brothers, John Squiteri and Andrew
Squiteri, and his nephew, Joseph Constantino. John Squiteri
was neither a shareholder nor a corporate officer of the Re-
spondent. However, he served as the Respondent’s operations
manager and was responsible for the Respondent’s daily opera-
tions until March 1, 2003, when he was succeeded as opera-
tions manager by Steven Squiteri. During his tenure as opera-
tions manager, John Squiteri was authorized to sign checks and
correspondence on behalf of the Respondent.4 He also dealt

3 The agreements have different provisions with respect to their ef-
fective dates, rates, and structures of wage increases, seniority classifi-
cations, effective dates for classification of wages, differences in
scheduled work days, leave benefits, conditions permitting wage reduc-
tions, the length of trial periods, employer’s pension contributions, and
arbitration procedures.
4 John Squiteri used different handwriting styles. His signature was
scribbled and illegible on GC Exh. 10, but was signed in a vastly more
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD

454
with the Union regarding grievances and delinquencies in fund
payments, resolving unfair labor practice charges, and arrang-
ing for the execution of collective-bargaining agreements.5
John Squiteri was under no obligation to consult with Steven
Squiteri regarding the filing or resolution of unfair labor prac-
tice charges.6
B. History of the Collective-Bargaining Relationship
The Respondent has had a collective-bargaining relationship
with the Union since the early 1980’s. The most recently expired
collective-bargaining agreement indicated, in pertinent part, that
the Respondent’s employees constituted a unit appropriate for the
purposes of collective bargaining within the meaning of Section
9(b) of the Act.7 Although there is no corporate document stating
who has the authority to bind the Respondent to a collective-
bargaining agreement, Steven Squiteri and Theresa Squiteri are
the only individuals who have signed such agreements on behalf
of the Respondent. The most recently expired collective-
bargaining agreement, covering the period of December 1, 1999,
to July 31, 2002, was signed by Theresa Squiteri. It described the
collective-bargaining unit as follows:

The Employer recognizes the Union as the sole and exclusive
bargaining representative of all Chauffeurs, Helpers, Mechan-
ics and Welders of the Employer, except those Employees not
eligible for membership in the Union in accordance with the
provisions of the Labor Management Relations Act of 1947,
as amended, with respect to wages, hours and other working
conditions. The area of work includes, but not by way of
limitation, loading and/or removing garbage, rubbish, cinders,
ashes, waste materials, building debris and similar products.8

During the entire time that Steven Squiteri has been presi-
dent, the Respondent has never actually negotiated a collective-
bargaining agreement with the Union. Instead, the Respondent
has always signed me-too agreements binding it to collective-
bargaining agreements incorporating the terms and conditions
of the Union’s collective-bargaining agreements with other
companies in the waste services industry.
Sean Campbell, the Union’s recording secretary and business
agent, has been the union representative responsible for dealing
with the Respondent since August 2001. In this capacity, he

legible style on GC Exh. 14. In addition, John Squiteri admitted sign-
ing Steven Squiteri’s signature to GC Exh. 9, a July 9, 2002 letter to the
Union. His signature on that document was scribbled and illegible.
5 GC Exhs. 10, 13.
6 Tr. 184.
7 Respondent at par. 3 of its answer, denied that the collective-
bargaining unit described in the expired 2000 collective-bargaining
agreement constituted a unit appropriate for the purposes of collective
bargaining within the meaning of Section 9(b) of the Act and that the
Union was the designated exclusive collective-bargaining representa-
tive of said unit. GC Exh. 1(e). However, Respondent conceded that it
recognized and dealt with the Union as the appropriate collective-
bargaining unit and as the exclusive collective-bargaining representa-
tive. (Tr. 91.) As such, Respondent failed to meet its burden of rebut-
ting the presumption that the Union continued to enjoy the status of
majority representative. Stratford Visiting Nurses, 264 NLRB 1026,
1027 (1982).
8 GC Exh. 3.
spoke with John Squiteri seven or eight times between August
2001 and February 2003 about various matters, including labor
grievances and union dues. On one occasion, he asked John
Squiteri to have the Respondent honor another union local’s
picket line. John Squiteri agreed, and the Respondent acqui-
esced to that request. Campbell never spoke with Steven
Squiteri during this period.
C. The 2002–2003 Negotiations for a New Contract
In August 2002, after the 1999 contract expired, Campbell
asked John Squiteri whether the Respondent wanted to negoti-
ate a new collective-bargaining agreement or enter into a me-
too agreement. John Squiteri expressed an interest in entering
into a me-too agreement and Campbell personally delivered the
proposed me-too agreement to John Squiteri at the Respon-
dent’s office several days later. John Squiteri stated that he
would review the me-too agreement and speak with Steven
Squiteri about it. In early September 2002, John Squiteri called
Campbell and informed him that Steven Squiteri had executed
the me-too agreement. Campbell picked up the me-too agree-
ment several days later. 9 The me-too agreement contained the
purported signature of Steven Squiteri, since his name was
printed in the space below, followed by his title of president
and the date, September 9, 2002.10 However, the document
was actually signed by John Squiteri.11 The me-too agreement
stated that

The undersigned Employer hereby agrees to extend its current
collective bargaining agreement with Local 813, IBT from
December 1, 1999 through July 31, 2002.

The undersigned Employer agrees to accept and adopt all
terms and conditions contained in any successor collective
bargaining agreement (replacing the agreement which expires
July 31, 2002) negotiated between Local 813, IBT and Waste
Management of New York or Allied Waste Industries, Inc.
d/b/a Waste Services of NY, Inc., covering employees in the
private sanitation industry in New York City once that suc-
cessor agreement is negotiated.

In January 2003, Steven Squiteri asked Union Representative
Sylvester Needham for the new contract. In February 2003, Ste-
ven Squiteri notified Campbell that he was succeeding John
Squiteri as operations manager and again inquired as to the status
of the new contract.12 Campbell informed him that the contract

9 Campbell’s version of the events was very credible and he had a
specific recollection of his discussions with John Squiteri. Tr. 34–36.
John Squiteri corroborated Campbell’s version by conceding that
Campbell called him in August or September 2002 “looking” for the
me-too agreement and he told Campbell that he needed more time in
order to give it to Steven Squiteri. Tr. 149, 153–154.
10 GC Exh. 4.
11 It is undisputed that Steven Squiteri’s actual signature, as depicted
on R. Exh. 3, is vastly different from the signature on GC Exh. 4.
However, the scribbled and illegible signature on GC Exh. 4 bears a
general resemblance to the one written by John Squiteri on GC Exhs. 9
and 10. Coupled with the fact that John Squiteri had the apparent au-
thority to sign Steven Squiteri’s signature to GC Exh. 9, the credible
evidence points to John Squiteri as the signatory of GC Exh. 4.
12 Steven Squiteri testified that he only saw a proposed me-too
agreement in February or March 2003. The credible evidence indicates
SANITATION SALVAGE CORP.

455
would be ready within a few weeks. Steven Squiteri called
Campbell again in March 2003 and asked when the contract
would be ready. Again, Campbell assured him that the contract
would be ready within several weeks, but also raised the matter
of several employee grievances. They agreed to meet on April 1,
2003, at which time Campbell would deliver the new contract
and they would discuss outstanding grievances.
At their meeting at the Respondent’s office on April 1, 2003,
Campbell presented two original sets of the new contract to
Steven Squiteri for his signature. The new contract contained
the same terms and conditions contained in the Waste Man-
agement agreement. Steven Squiteri mentioned that there were
several outstanding grievances. He refused to sign the new
contract and advised Campbell to discuss the matters of the
new contract and the grievances with the Respondent’s attor-
ney. On May 5, 2003, the parties met at the office of the Re-
spondent’s counsel. Steven Squiteri again refused to sign the
new contract. He denied signing the me-too agreement and
claimed that it was a forgery. The Respondent’s counsel told
the Union’s counsel that the matter could be resolved if the
Union were to give the Respondent “some relief on the pay
wage for the helpers.”13 The Union’s counsel declined to rene-
gotiate the terms of the new contract and the meeting ended.
To date, the Respondent has not signed a new contract.
Discussion and Analysis
The General Counsel contends that the Respondent has vio-
lated Section 8(a)(5) and (1) of the Act since April 1, 2003, by
refusing to execute, as required by the me-too agreement exe-
cuted on or about September 12, 2002, a new contract contain-
ing the same terms and conditions of the Waste Management
agreement. The Respondent contends that neither Steven
Squiteri, nor anyone else authorized to execute a collective-
bargaining agreement on behalf of the Respondent, signed the
me-too agreement. Furthermore, even if it is determined that
John Squiteri signed Steven Squiteri’s name to the me-too
agreement, the Respondent asserts that John Squiteri did not
have the legal authority to bind the Respondent or otherwise act

otherwise. He knew that the parties had a longstanding practice of
entering into me-too agreements. (Tr. 85, 109.) However, other than
reflecting an agreement to be bound by the Union’s agreement with
another company, a me-too agreement does not contain any other sig-
nificant information. Therefore, it is reasonable to assume that, when
Steven Squiteri called the Union in January, February, and/or March
2003, asking for the new contract, he was interested in seeing a new
contract reflecting the terms of the Waste Management agreement or
Waste Services agreement. (Tr. 91, 112–113.)
13 The credible evidence further indicates that Steven Squiteri’s re-
fusal to sign the new contract on either occasion was due to his irrita-
tion over the pending grievances and then the Union’s refusal to rene-
gotiate wages for the “helpers.” Campbell’s testimony in that regard
was not refuted. (Tr. 44–47.) On the other hand, Steven Squiteri’s
explanation that the Respondent made a corporate decision not to exe-
cute the me-too agreement, due to a pending investigation by the City
of New York’s Business Integrity Commission, was refuted by the
credible evidence. (Tr. 129–130.) First, there was no testimony that he
raised such a concern during either meeting. Second, the investigation
was resolved on March 1, 2003, well prior to the meeting, with the
Respondent agreeing to disassociate itself from John Squiteri. (Tr. 137;
Stipulated Jt. Exh. 1–2.)
on behalf of Steven Squiteri. Finally, it is alleged that the me-
too agreement does not constitute a “meeting of the minds” as
required under Section 8(d) of the Act, since it purports to bind
the Respondent to a future agreement reflecting the terms and
conditions of either the Waste Management agreement or the
Waste Services agreement. Accordingly, the Respondent fur-
ther alleges that the me-too agreement, which is devoid of the
precise terms to which the Respondent would be bound under
the terms of a collective-bargaining agreement, is ambiguous
and legally defective.
Section 8(d) of the Act requires execution of “a written con-
tract incorporating any agreement reached if requested by either
party” to a collective-bargaining relationship. NLRB v. Strong,
393 U.S. 357, 359 (1969); H.J. Heinz Co. v. NLRB, 311 U.S. 514,
525–526 (1941). This requirement also applies to individual
employer members of multiemployer bargaining units, as well as
nonmembers agreeing to be bound by the terms of a multiem-
ployer agreement. Buffalo Bituminous v. NLRB, 564 F.2d 267
(8th Cir. 1977), enfg. 227 NLRB 99 (1977). Where there is an
accord as to the material terms of a tentative agreement, a party’s
refusal to sign a contract or memorandum of an agreement em-
bodying such terms constitutes a violation of Section 8(a)(5) and
(1) of the Act. Miron & Sons Laundry, 338 NLRB 5, 13 (2002);
Flying Dutchman Park, Inc., 329 NLRB 414, 422 (1999).
The General Counsel has the burden of showing that there
was an agreement or “meeting of the minds” between the par-
ties as to all substantive issues. The Buschman Co., 334 NLRB
441, 442 (2001). In this case, there are two issues that must be
addressed by the General Counsel in determining whether the
parties entered into an enforceable agreement: (1) whether the
me-too agreement was signed by John Squiteri or delivered to
the Union by John Squiteri under circumstances indicating that
he had the legal authority to bind the Respondent to such an
agreement; and (2) if so, whether the me-too agreement was
sufficiently definite as to its terms or whether it was so am-
biguous as to be illusory in nature.
The credible evidence indicates that John Squiteri, albeit un-
beknown to the Union, signed Steven Squiteri’s name to a me-
too agreement stating that the Respondent “agrees to accept and
adopt all terms and conditions contained in any successor collec-
tive-bargaining agreement” with either Waste Management or
Waste Services. He authenticated two distinct examples of his
handwriting, one of which bore a general resemblance to the
scribbled and illegible signature on the me-too agreement. Ac-
cordingly, the trier of fact was entitled to find, based on a com-
parison of John Squiteri’s signatures on the authenticated pieces
of evidence to the signature on the questioned piece of evidence,
that he signed the me-too agreement. See United States v.
Malloy, 153 F.3d 724, 725 (4th Cir. 1998); see also Fed.R.Evid.
901(b)(3). The credible evidence also demonstrated that Steven
Squiteri was aware that a me-too agreement had been signed
when he called the Union in January 2003, and again in February
or March 2003, asking for the new contract.
On those occasions, he made no mention of his intent to ne-
gotiate the terms and conditions of a new contract and the par-
ties had a longstanding practice of entering into me-too agree-
ments. Furthermore, the Respondent is estopped from dis-
avowing John Squiteri’s apparent authority to execute the me-
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD

456
too agreement, since he was employed as the Respondent’s
operations manager and was permitted by the Respondent to
deal with the Union in resolving labor grievances. Therefore,
John Squiteri acted as the Respondent’s agent within the mean-
ing of Section 2(13) of the Act. NLRB v. Donkin’s Inn, Inc.,
532 F.2d 138, 141 (9th Cir. 1976); Mar-Jam Supply Co., 337
NLRB 337 (2001).
Even assuming, arguendo, that John Squiteri did not sign the
me-too agreement, the credible evidence also indicates that he
delivered the executed me-too agreement to Campbell. Since it
undisputed that the Respondent permitted John Squiteri to ac-
cept and return me-too and other agreements on prior occa-
sions, the Union reasonably believed that the Respondent had
delegated the authority to John Squiteri, as its agent, to accept
and return the executed me-too agreement to the Union. NLRB
v. Beckham, Inc., 564 F.2d 190, 194 (5th Cir. 1977).
Therefore, the first part of the test is met, as the evidence
clearly establishes that the me-too agreement was signed by
John Squiteri and delivered by him to Union Representative
Campbell on or around September 9, 2002. Furthermore, either
event—the signing or the delivery of the me-too agreement by
John Squiteri—communicated a promise on the part of the
Respondent to enter into an agreement containing the terms and
conditions of either the Waste Management agreement or the
Waste Services agreement. The only remaining question is
whether the Respondent’s promise was too ambiguous to con-
stitute an enforceable agreement.
A contract is ambiguous if it is susceptible to two different in-
terpretations, each of which is found to be consistent with the
contract’s language. Sun Shipbuilding & Dry Dock Co. v. United
States, 393 F.2d 807, 815–816 (1968). Under the circumstances,
the Respondent agreed to abide by the terms and conditions of
either the Waste Management agreement or the Waste Services
agreement. There was nothing ambiguous about the me-too
agreement: The Respondent agreed to let the Union bind it to
one or the other. The Respondent’s promise is not illusory be-
cause an option was given to the Union. The Union’s exercise of
that option provided a means for determining the precise thing
that the Respondent, as promisor, was to do. An agreement that
gives a promisee an option to determine within specific limits, or
as to a particular matter the performance which it wishes, does
not fail for objectionable indefiniteness. (4 Williston on Con-
tracts, § 4:25 (4th ed. 1991).) Furthermore, certainty with regard
to a promise does not have to be apparent from the promise itself,
so long as the promise contains a reference to some document,
transaction, or other extrinsic facts from which its meaning may
be made clear. Id., § 4:27.
Me-too agreements enable independent, usually smaller, em-
ployers like the Respondent to obtain all the benefits of collec-
tive-bargaining agreements negotiated by the principal employ-
ers in their industry without having to participate in either in-
dustrywide negotiations or their own negotiations. In consid-
eration for entering into a me-too agreement, which is generally
devoid of the specific details of a collective-bargaining agree-
ment, an independent employer is assured of being subjected to
the same contract provisions that are applicable to its competi-
tors and is saved the cost of expensive negotiations. As such,
me-too agreements have long been recognized as valid collec-
tive-bargaining instruments. Arizona Laborers, Teamsters and
Cement Masons Trust Fund v. Conquer Cartage Co., 753 F.2d
1512, 1518 (9th Cir. 1985). Accordingly, the Respondent’s
execution of the me-too agreement and subsequent refusal to
execute a new contract reflecting the Waste Management
agreement constitutes a violation of Section 8(a)(5) and (1) of
the Act. Miron & Sons Laundry, 338 NLRB 5, 14-15 (2002).
CONCLUSIONS OF LAW
1. The Respondent is an employer engaged in commerce
within the meaning of Section 2(2), (6), and (7) of the Act.
2. The Union is a labor organization within the meaning of
Section 2(5) of the Act.
3. At all relevant times, the Union has been the exclusive
collective-bargaining representative of the following employees
of the Respondent in an appropriate bargaining unit within the
meaning of Section 9(b) of the Act.

All Chauffeurs, Helpers, Mechanics and Welders of the Em-
ployer, except those Employees not eligible for membership
in the Union in accordance with the provisions of the Labor
Management Relations Act of 1947, as amended, with respect
to wages, hours and other working conditions. The area of
work includes, but not by way of limitation, loading and/or
removing garbage, rubbish, cinders, ashes, waste materials,
building debris and similar products

4. By failing and refusing to execute a collective-bargaining
agreement incorporating all of the terms and conditions in the
collective-bargaining agreement entered into between Local
813, International Brotherhood of Teamsters, AFL–CIO and
Waste Management of New York on October 30, 2002, thereby
replacing the agreement which expired on July 31, 2002, the
Respondent has failed to fulfill its statutory obligations and
thereby engaged in, and is engaging in, unfair labor practices
within the meaning of Section 8(a)(5) and (1) of the Act.
REMEDY
Having found that the Respondent has engaged in certain un-
fair labor practices, I find that it must be ordered to cease and
desist from its unlawful conduct in refusing to execute the new
contract and to take certain affirmative action designed to effec-
tuate the policies of the Act.14 Specifically, the Respondent
shall be ordered to execute and implement the collective-
bargaining agreement delivered to it by the Union on April 1,
2003, to give retroactive effect to its terms and conditions of
employment to August 1, 2002, and to make unit employees
whole for any losses they may have suffered as a result of the
Respondent’s unlawful refusal to execute the new contract. See
Gadsen Tool, Inc., 327 NLRB 164 (1998). Backpay shall be
computed in accord with Ogle Protection Service, 183 NLRB
682 (1970), enfd. 444 F.2d 502 (6th Cir. 1971); and Kraft

14 Notwithstanding the GC request, at p. 13 of its brief, for a remedy
requiring Respondent to execute a new contract incorporating the terms
and conditions in the Waste Management agreement or the Waste Ser-
vices agreement, the Order shall specifically require Respondent to
execute the Waste Management agreement. The findings of fact and
conclusions of law do not support any other type of remedy, including
one that provides Respondent with a choice at this point.
SANITATION SALVAGE CORP.

457
Plumbing & Heating, 252 NLRB 891 (1980), enfd. mem. 661
F.2d 940 (9th Cir. 1981), with interest as set forth in New Hori-
zons for the Retarded, 283 NLRB 1173 (1987).
On these findings of fact and conclusions of law and on the
entire record, I issue the following recommended15
ORDER
The Respondent, Sanitation Salvage Corporation, Bronx,
New York, its officers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Refusing to execute a collective-bargaining agreement
replacing the agreement which expired on July 31, 2002, incor-
porating all of the terms and conditions in the collective-
bargaining agreement entered into between Local 813, Interna-
tional Brotherhood of Teamsters, AFL–CIO, and Waste Man-
agement of New York on October 30, 2002.
(b) In any like or related manner interfering with, restraining
or coercing employees in the exercise of rights guaranteed them
by Section of the Act.
2.. Take the following affirmative action necessary to effec-
tuate the policies of the Act.
(a) Execute the collective-bargaining agreement, delivered to
the Respondent on April 1, 2003, incorporating all of the terms
and conditions in the collective-bargaining agreement entered
into between Local 813, International Brotherhood of Team-
sters, AFL–CIO, and Waste Management of New York on Oc-
tober 30, 2002; give retroactive effect to its terms and condi-
tions of employment to August 1, 2002; and make employees
whole, with interest, for any losses they may have suffered as a
result of the Respondent’s refusal to execute the agreement.

15 If no exceptions are filed as provided by Sec. 102.46 of the Board’s
Rules and Regulations, the findings, conclusions, and recommended
Order shall, as provided in Sec. 102.48 of the Rules, be adopted by the
Board and all objections to them shall be deemed waived for all pur-
poses.
(b) Preserve and, within 14 days of a request, make available
to the Board or its agents for examination and copying, all pay-
roll records, social security payment records, timecards, per-
sonnel records and reports, and other records necessary to ana-
lyze the amount of backpay due uner the terms of this Order.
(c) Within 14 days after service by the Region, post at its
Bronx, New York facility copies of the attached notice marked
“Appendix.”16 Copies of the notice, on forms provided by the
Regional Director for Region 2, after being signed by Respon-
dent’s authorized representative, shall be posted by Respondent
and maintained for 60 consecutive days in conspicuous places
including all places where notices to employees are customarily
posted. Reasonable steps shall be taken by the Respondent to
ensure that the notices are not altered, defaced, or covered by
any other material. In the event that, during the pendency of
these proceedings, the Respondent has gone out of business or
closed the facilities involved in these proceedings, the Respon-
dent shall duplicate and mail, at its own expense, a copy of the
notice to all current employees and former employees em-
ployed by the Respondent at any time since August 1, 2002.
(d) Within 21 days after service by the Region, file with the
Regional Director a sworn certification of a responsible official
on a form provided by the Region attesting to the steps that the
Respondent has taken to comply.

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 Na-
tional Labor Relations Board” shall read “Posted Pursuant to a Judg-
ment of the United States Court of Appeals Enforcing an Order of the
National Labor Relations Board.”