Titan Group, Inc.

National Labor Relations Board - Board Decisions

Oct 25, 1972

199 N.L.R.B. 1033 (N.L.R.B. 1972)

RIVERSIDE MOTOR INN 1033
The Futterman-Riverside Corporation, d/b/a River-
side Motor Inn, a wholly owned subsidiary of Titan
Group, Inc. and Local 235, Hotel, Motel & Restau-
rant Employees and Bartenders International Union,
AFL-CIO. Case 7-CA-9021
October 25, 1972
DECISION AND ORDER
BY CHAIRMAN MILLER AND MEMBERS KENNEDY AND
PENELLO
cute a fully agreed-upon contract which was to have been
effective between July 1, 1971, and July 1, 1972. The Re-
spondent filed timely answers admitting certain allegations
of the complaint and denying others.
The case came on for hearing on April 13 and May 4,
1972, at Lansing, Michigan. Each party was afforded a full
opportunity to be heard, to call, examine , and cross-exam-
ine witnesses, to argue orally on the record, to submit pro-
posed findings of fact and conclusions, and to file briefs.
Briefs filed by the Respondent and the General Counsel
have been carefully considered by the Trial Examiner; the
Charging Party filed no brief.
Upon the whole record and upon his observation of the
witnesses, the Trial Examiner makes the following:
On June 22, 1972, Administrative Law Judge '
Lowell Goerlich issued the attached Decision in this
proceeding. Thereafter, the General Counsel filed ex-
ceptions and a supporting brief, and a brief in support
of the Decision was filed by the Respondent.
Pursuant to the- provisions of Section 3(b) of the
National Labor Relations Act, as amended, the Na-
tional Labor Relations Board has delegated its au-
thority in this proceeding to a three-member panel.
The Board has considered the record and the
attached Decision in light of the exceptions and briefs
and has decided to affirm the rulings, findings, and
conclusions of the Administrative Law Judge and to
adopt his recommended Order.
ORDER
Pursuant to Section 10(c) of the National Labor
Relations Act, as amended, the National Labor Rela-
tions Board adopts as its Order the recommended
Order of the Administrative Law Judge and hereby
orders that the complaint be, and it hereby is, dis-
missed in its entirety.
1 The title of 'Trial Examiner" was changed to "Administrative Law
Judge" effective August 19, 1972.
TRIAL EXAMINER'S DECISION
STATEMENT OF THE CASE
LowELL GOERLICH, Trial Examiner: A charge was filed
in this proceeding by Local 235, Hotel, Motel & Restaurant
Employees and Bartenders International Union, AFL-
CIO, herein referred to as the Union, on October 8, 1971,
and served on The Futterman-Riverside Corporation d/b/a
Riverside Motor Inn, a wholly owned subsidiary of Titan
Group, Inc.,' the Respondent herein, on October 8, 1971. A
complaint and notice of hearing was issued on February 22,
1972, in which it was alleged that the Respondent violated
Section 8(a)(5) of the National Labor Relations Act, as
amended, herein referred to as the Act, by refusing to exe-
1 The name of the Respondent was so amended at the hearing.
Findings of Fact, Conclusions,
and Reasons Therefor
Jurisdictional Considerations
The Respondent is and has been at all times material
herein a corporation duly organized under and existing by
virtue of the laws of the State of Michigan. All of its out-
standing stock is owned by Titan Group, Inc., a Delaware
corporation which is not qualified to do business in the State
of Michigan.
The Respondent owned and operated The Riverside
Motor Inn in Lansing, Michigan, its sole property and prin-
cipal business; it owned no other properties nor did it oper-
ate any other motels, hotels, or other business enterprises.
Except for the temporary operation of a cocktail
lounge which since has been terminated, effective July 15,
1971, the Respondent ceased doing business when it trans-
ferred its operation by lease to Motel 6, Inc., an unrelated
corporation. In December 1971, the Respondent transferred
its fee interest in the property which was under lease to
Motel 6, Inc.
In respect to the jurisdiction of the Board over this
proceeding, the General Counsel conceded that the opera-
tions of the Respondent , as a single enterprise, did not meet
the $500,000 gross revenue per annum jurisdictional stand-
ard required by the Board for the exercise of its jurisdiction
over hotels and motels. See Floridan Hotel of Tampa, Inc.,
124 NLRB 261. To meet this jurisdictional deficiency the
General Counsel amended the complaint to include allega-
tions that the Respondent, Futterman Park Drive, Inc., and
Futterman DuPont, Inc., wholly-owned subsidiaries of Ti-
tan Group, Inc., were "affiliated businesses with common
officers, directors and operators formulating and adminis-
tering a common labor policy for said corporations affect-
ing the employees of said corporations" and that the
Respondent, Futterman DuPont, Inc., and Futterman Park
Drive, Inc., together engaged in business operations which
in gross revenue per annum met the Board's jurisdictional
standards for motels and hotels.
The General Counsel maintains that the facts in this
case satisfy the criteria set forth by the Board in Internation-
al Union of Operating Engineers, Local 428, AFL-CIO, 169
NLRB 184, in which case at page 185 the Board said,
While the Board may treat separate corporations
as one employer for jurisdictional purposes, it does so
only when it appears that they are highly integrated
199 NLRB No. 179
1034 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
with respect to ownership and operations. In making
such a determination, the Board considers relevant
such indicia of identity as (1) interrelationship of oper-
ations, (2) centralized control of labor relations, (3)
common management, (4) common ownership or fi-
nancial control, and (5) representation to the public as
a single integrated enterprise, although no one of these
factors is controlling.
The Respondent, Futterman Park Drive, Inc., and Fut-
terman DuPont, Inc., were wholly owned subsidiaries of
Titan Group, Inc. From April 1971 until October 1971, the
Respondent, Futterman DuPont, Inc., and Futterman Park
Drive, Inc., had common officers in the persons of Donald
B. Nicholson as president, Palmer R. Suddaby as vice presi-
dent, and James M. Cannon as secretary-treasurer. These
individuals were also common directors of these three cor-
porations.
In November 1970, when the resident manager of the
Respondent took leave, Cannon instructed Quinto Pauletti,
night manager and auditor for the DuPont Plaza Hotel,
Washington, D.C., a Futterman DuPont, Inc., operation, to
come to Lansing, Michigan, to fill such position on an inter-
im or temporary basis. Pauletti continued as resident man-
ager until mid-July 1971. During this period Pauletti
remained on the payroll of Futterman DuPont, Inc.
Prior to the actual commencement of negotiations with
the Union on May 11, 1971, Cannon had been present on
the Respondent's premises to resolve a number of employee
grievances. On May 11, 1971, Cannon, with Pauletti, com-
menced negotiations with the Union in Lansing. William E.
Weld was the chief union negotiator. Upon Cannon's de-
parture from Lansing, he "left authority for [Pauletti] to
negotiate." On another occasion Cannon instructed Pauletti
to "contact" a local Lansing attorney to undertake settle-
ment efforts involved in prior Case 7-CA-8726.
After the conclusion of the negotiations in mid-July
1971, Pauletti referred union representative Weld to Can-
non for final signature of the proposed labor agreement.
While , during negotiations , Cannon mentioned that he was
negotiating in New York, "he did not mention where he was
negotiating in New York ." The record is barren of any
credible evidence that Cannon participated in the labor-
management affairs of either Futterman Park Drive , Inc., or
Futterman DuPont, Inc.
On the Riverside Motor Inn stationery were listed 17
hotels and motels as "other Titan Inns."
On the basis of the foregoing evidence it is the General
Counsel's claim that the criteria set forth in International
Union of Operating Engineers Local 428, AFL-CIO, supra,
have been met. Such contention is without merit . The Gen-
eral Counsel has proved little or no integration with respect
to the ownership or operations of the three corporations
which he insists provides a base for the exercise of the
Board's jurisdiction . To satisfy the Board's criteria these
corporations must be "highly integrated with respect to
ownership and operation ." Since this type of integration is
not supported by the credible facts in this case , the Trial
Examiner accordingly finds that the jurisdictional stand-
ards required by the Board have not been met in this pro-
ceeding . International Union of Operating Engineers, Local
428, AFL-CIO, supra . See also M. Lowenstein & Sons, Inc.,
150 NLRB 737, and McEwen Manufacturing Company and
Washington Industries, Inc., 172 NLRB No. 99 . Accordingly
the Trial Examiner recommends that the Board issue the
following:
ORDER2
It is hereby ordered that the complaint herein be, and
it hereby is, dismissed for lack of jurisdiction.
2 In the event no exceptions are filed as provided by Sec. 102.46 of the
Rules and Regulations of the National Labor Relations Board, the findings,
conclusions, and recommended Order herein shall, as provided in Sec . 102.48
of the Rules and Regulations, be adopted by the Board and become its
findings, conclusions, and order, and all objections thereto shall be deemed
waived for all purposes.