Twin Cities Electric, And Big G Electric & Engineering, Inc.

National Labor Relations Board - Board Decisions

Sep 29, 1989

296 N.L.R.B. 1014 (N.L.R.B. 1989)

1014 DECISIONS OF THE NATIONAL LABOR. RELATIONS BOARD
Twin Cities Electric, and Big G Electric & Engineer-
ing, Inc . and International Brotherhood of Elec-
trical Workers, Local Union 1547, AFL-CIO.
Case 19-CA-19883
September 29, 1989
DECISION AND ORDER
BY CHAIRMAN STEPHENS AND MEMBERS
CRACRAFT AND HIGGINS
On March 29, 1989, Administrative Law Judge
Richard J. Boyce issued the attached decision and
erratum . The Respondent ' filed exceptions, a sup-
porting brief, and a motion to reopen record, and
the General Counsel filed an opposition to the Re-
spondent's motion.
The National Labor Relations Board has delegat-
ed 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 brief's and has
decided to affirm the judge 's rulings, findings, 3 and
conclusions4 and to adopt the recommended
Order.
In affirming the judge's finding that Twin Cities
Electric and Big G Electric are alter egos , based in
part on the finding of common ownership , we note
that the Board makes its assessment of such
common ownership based on all the surrounding
circumstances , where ownership is held by separate
i Twin Cities Electric neither filed an answer to the complaint nor was
separately represented in this proceeding.
2 The Respondent moved to reopen the record for admission of docu-
ments to bolster the credibility of its witnesses and to support its conten-
tion that the companies making up the named Respondent are separate
entities rather than alter egos We deny the Respondent 's motion on the
ground that this evidence is neither newly discovered nor previously un-
available We observe , however, that our affirmance of the judge 's ulti-
mate findings would not be altered , even were the record to contain such
documents
a The Respondent has excepted to the judge's resolutions of credibility,
findings of fact , and conclusions of law on the ground that he failed to
credit uncontradicted testimony by some of the Respondent 's witnesses.
The Board does not treat self-serving testimony as conclusive merely be-
cause it is not contradicted by direct evidence . See David 's, 271 NLRB
536, 538 at In 17 (1984) Furthermore , the Board 's established policy is
not to overrule an administrative law judge's credibility resolutions unless
the clear preponderance 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. Additionally , we are satisfied
that the Respondent 's contentions that the judge was biased are without
merit . There is nothing in the record to suggest that his conduct at the
hearing, his resolutions of credibility, his rulings, or the inferences he
drew were affected by any bias or prejudice
4 In this proceeding , the General Counsel alleged and the judge found
that the Respondent violated Sec 8(a)(5) and ( 1) since about December
23, 1987 , by refusing to recognize and bargain with the Union The judge
found this violation based on the Respondent's midterm repudiation of its
contract in July 1987 , even though no charge was filed until June 23,
1988, because : ( 1) the 10(b) defense was not raised and is therefore
waived , Penn Corp. 239 NLRB 45 ( 1978); and (2) each failure to comply
with an agreement is a separate and distinct violation , Farmingdale Iron
Wor/ s, 249 NLRB 98 ( 1980). Member Cracraft relies solely on (I) above
family members . Our agreement with the judge's
alter ego finding here is based on the following evi-
dence . Big G continued Twin Cities ' business, uti-
lizing the same assets and equipment , and took
over the Twin Cities' contract with Solar Turbine.
As of the hearing , that contract accounted for 95
percent of Big G 's billings . Furthermore, Gregory
Gabriel Sr ., the 100-percent owner of Twin Cities,
who with each of his five sons became a one-sixth
owner of Big G, is the only member of Big G's
management team with experience as an electrical
contractor and the only one who has a state license
as an electrical administrator . Thus, Gabriel Senior
was retained by Big G as the state-licensed admin-
istrator and to perform the crucial jobs of cost esti-
mator for job bidding and supervisor at its major
jobsite . We find this case factually similar to Ken-
more Contracting Co., 289 NLRB 336 (1988), in
which the Board found a business owned by two
children to be an alter ego of their parents' busi-
ness, where the parents remained active in what
was purportedly the children 's business . We like-
wise find this case distinguishable from two others
where the Board found no alter ego relationship,
i.e., First Class Maintenance, 289 NLRB 484 (1988),
which involved a son 's formation and operation of
a business similar to but wholly separate and inde-
pendent from that of his parents , and Adanac Coal
Co., 293 NLRB 290 (1989), in which a sole propri-
etor of one company also owned 10 percent of an-
other business in which his father , the 60-percent
owner , exercised sole management authority.
ORDER
The National Labor Relations Board adopts the
recommended Order of the administrative law
judge and orders that the Respondent , Twin Cities
Electric, and Big G Electric & Engineering, Inc.,
Soldotna , Alaska, their officers, agents, successors,
and assigns, shall take the action set forth in the
Order.
Daniel R . Sanders; Esq., for the General Counsel.
Paul L. Davis, Esq., of Anchorage , Alaska, for the Re-
spondent.
DECISION
STATEMENT OF THE CASE
RICHARD J. BOYCE, Administrative Law Judge. This
matter was tried in Kenai, Alaska, on October 18 and 19,
1988. The complaint, based on a charge filed by Interna-
tional Brotherhood of Electrical Workers, Local Union
1547, AFL-CIO (Union) alleges that Twin Cities Elec-
tric' and Big G Electric & Engineering, Inc. (Twin
i Twin Cities Electric 's name appears as corrected during the trial
296 NLRB No. 129
TWIN CITIES ELECTRIC
Cities and Big G , respectively), as alter egos and a single
employer, have violated Section 8(a)(5) and ( 1) of the
National Labor Relations Act (Act) since about Decem-
ber 23, 1987, by refusing to recognize and bargain with
the Union as the collective -bargaining representative of
certain of their employees , and by concomitantly failing
and refusing to abide by a bargaining agreement that
Twin Cities previously had assented to.2
Big G , answering as a separate entity, admits that it
and Twin Cities have failed and refused to recognize and
bargain with the Union and to abide by the agreement,
but denies that it and Twin Cities are alter egos and a
single employer , and affirmatively alleges that Twin
Cities "terminated its relationship with the [Union] and
therefore is not bound by the terms of the . . . agree-
ment ." Twin Cities did not file an answer , nor was it
separately represented at trial.
1. JURISDICTION, LABOR ORGANIZATION
Twin Cities and Big G are electrical contractors in
Soldotna, Alaska. Big G came into being in January
1988, and Twin Cities purportedly became inactive, in
anticipation of going out of business , in February 1988.
Twin Cities had 1987 revenues exceeding $50,000 from a
joint venture known as Jansen-Gorsuch, which in turn
meets the Board 's direct-inflow jurisdictional standard.
Through September 1988, Big G issued billings exceed-
ing $500,000 ; and, by the time of the trial, had begun to
perform at a Kodiak Island Coast Guard facility under a
contract worth over $600,000.
Based on my conclusion below that Big G is Twin
Cities' alter ego, and that they thus are a single employ-
er, I now conclude that the two, jointly, are an employer
engaged in and affecting commerce within Section 2(2),
(6), and (7) of the Act.
I also conclude that the Union is a labor organization
within Section 2(5) of the Act.
II. THE ALLEGED MISCONDUCT
A. Evidence
Twin Cities is a proprietorship owned by Gregory Ga-
briel Sr . and his wife, Edithanne . Gabriel Sr . had done
electrical contracting-"a few homes , mostly industrial,
some commercial"-under that style for a number of
years up to the week ending February 4, 1988, when he
ostensibly suspended operations and began dismantling
the enterprise . He testified that Twin Cities remains in
existence only to pay off its debts, and that it is "done"
once that is accomplished.
Twin Cities was involved in one job-a $280,000
project for Solar Turbines at a Tesoro Petroleum facili-
ty-as of February 4. It had begun the job the previous
November , with a crew comprised of Gabriel Sr. and
two sons, and was far from finished . Twin Cities had one
other job in 1987-on a school project in Soldotna-
which lasted from June to September . Apart from Gabri-
el Sr., it had eight different electricians (journeyman or
helper) on that job , including five Gabriel sons.
12
2 The charge was filed June 23, 1988 , and the complaint issued August
1015
In 1975, Gabriel Sr . entered into a so-called letter of
assent by which he authorized the Alaska Chapter of the
National Electrical Contractors ' Association (NECA) to
be Twin Cities' representative in collective bargaining
with the Union and consented to be bound by the "inside
agreement" between the Union and NECA . Twin Cities
subsequently observed a succession of agreements be-
tween NECA and the Union until the June 1987 outset
of the school job, when compliance ceased . The prevail-
ing agreement was effective from February 10, 1986, to
June 30, 1988.3 Twin Cities never thereafter complied
with the agreement or recognized the Union.
The letter of assent , by its terms, "remain[ed] in effect
until terminated by [Twin Cities'] giving written notice
to" NECA and the Union within a prescribed timeframe.
Gabriel Sr . did not follow that procedure , instead orally
advising a union business representative, Tim Evans, on
about July 15, that Twin Cities was operating nonunion
on the school job and intended to do the same at Solar
Turbines . The Union thereupon filed a grievance protest-
ing Twin Cities ' disregard of the exclusive hiring hall
provisions in the Union-NECA agreement, and the trusts
administering fringe benefit contributions under the
agreement sued over Twin Cities ' cessation of pay-
ments.4
Big G , as noted, came into existence in January 1988,
and, with Gabriel Sr. as foreman , it took Twin Cities'
place on the Solar Turbines project, starting about
March 15 . That was Big G's first "big job."5 Its Solar
Turbines complement grew to over 20 in May, and num-
bered about 10 at the time of the trial. Big G never rec-
ognized the Union or complied with the Union-NECA
agreement.
Big G 's articles of incorporation were executed by
three of Gabriel Sr.'s sons-Gregory Jr., Brian, and
Bruce-on January 21, and the State of Alaska issued a
certificate of incorporation on the 26th . The articles
name as corporate directors , in addition to the three in-
corporators, Gabriel Sr., Edithanne , and two other sons,
Christopher and Joseph . Bylaws were executed by the
three incorporators on March 2; and, in a directors'
meeting that day, the same three were elected corporate
officers-Gregory Jr. as president , Brian as vice presi-
dent, and Bruce as secretary -treasurer . Edithanne re-
signed her directorship on March 23, reducing the board
to its present makeup.
The six remaining directors are Big G's only share-
holders, each nominally owning equal portions . The five
sons reportedly invested $4000 apiece for their shares.
Gabriel Sr. paid for his, according to Gregory Jr., by de-
ducting $4000 from the moneys owed him in connection
with Big G's purchase of Twin Cities ' assets, described
below . The stock certificates are dated July 1, 1988.
2 The agreement covered wiremen , technicians, splicers , and material
handlers I conclude that a unit so constituted , whether the employer be
Twin Cities, Big 0 , or both , is appropriate for purposes of the Act
4 The record does not disclose the precise status of these matters at the
time of the trial
5 Big G previously had done $3405 of work on a residence in Kenai,
and $624 for a real estate firm in Soldotna
1016 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
By letter dated May 24, responding to an earlier letter
from an attorney for Big G,6 the Union's business man-
ager, Gary Brooks, noted that Gabriel Sr.'s name "ap-
pears as a principal" both on Twin Cities' letter of assent
and for Big G, then stated:
Given the identical nature of work performed by
the two entities and the fact that Twin Cities was
signatory with IBEW and Big G is not, my suspi-
cion grows even greater that the rationale for form-
ing the new company was specifically to circum-
vent the terms and conditions of the collective bar-
gaining agreement in existence between Twin Cities
and IBEW. IBEW would seek constructive dia-
logue toward answers to these suspicions and a pos-
sible agreeable resolution in the event my concerns
have foundation prior to other legal recourse.
To that extent your prompt attention to this
matter would be greatly appreciated.
The record does not disclose whether the requested
dialogue ensued.
On June 1-about a week after Brooks' letter-Twin
Cities and Big G, by Gabriel Sr. and Gregory Jr., re-
spectively, entered into a buy-sell contract whereby
Twin Cities formally transferred to Big G assorted tools
and machinery, three van-type motor vehicles and two
utility trailers, and Twin Cities' interest in the Solar Tur-
bines project. As mentioned, Big G had been on that
project since about March 15, and doubtless used much
of this equipment from the start.' Twin Cities in return
was to receive $65,000-in the form of $10,000 in cash
and a promissory note for the balance, at 10-percent in-
terest, to be paid in monthly installments of $1019.13,
starting June 15. The contract includes the provision that
it is "not to be construed as a transfer of the business op-
eration as a going concern, nor of the liabilities or obli-
gations of the business or its owners." The record is
devoid of documentation that funds ever were trans-
ferred pursuant to this contract.
Gabriel Sr. would have it that his negotiations with
the sons leading to the buy-sell contract were "at arm's
length"; that "it got down to probably a knock-down,
drag-out argument"; and that he rejected their first offer,
causing them to up it "a little bit," making it "okay."
Similarly, Christopher recounted that Big G did not give
Gabriel Sr. "any special deals"; "quite the contrary,"
that the negotiations were "heated" and that Gabriel Sr.
,.at one point during the negotiations was upset with
what we were offering him and, in fact, left the room."
Gregory Jr. testified that Big G considered leasing items
of the sort covered by the buy-sell contract, or buying
new, before deciding that "the best alternative was to
purchase Twin Cities Electric's tools"; and that, having
checked prices with suppliers, he "would say" that Big
G paid "very close" to fair market value. Brian likewise
opined that Big G paid fair market value, and Joseph in-
jected that Big G would have gone elsewhere had his fa-
ther's price been excessive.8
Gregory Jr. testified that Twin Cities' interest in the
Solar Turbines project accounted for $28,000 of the
$65,000 owed by Big G under the buy-sell contract, and
that figure was not "actually nailed down until probably
April or so"-well after Big G had undertaken the
project. The $28,000 was 10 percent of Twin Cities'
original estimate for the job, he explained, "which we
figured would have been the profit that would have been
made [by Twin Cities] had the job gone at the estimate."
The record does not disclose Twin Cities' billings or re-
ceipts from the project . It suggests , however, that it had
done only a small portion of the prescribed work. Greg-
ory Jr. recalled that it had performed " some preliminary
ground work."
Asked how Big G expected to benefit by taking Twin
Cities' place on the Solar Turbines project, since it was
holding back none of Twin Cities' expected profit for
itself while assuming the overhead entailed to complete
the job, Gregory Jr. testified that "it was pretty much as-
sured that" proceeds were "going to exceed $280,000"
because of change orders; and that Big G was counting
on that for its profit. While Gregory Jr. did not give his
reasons for that expectation, it apparently was realistic.
Big G's Solar Turbines billings had soared to $643,741
by the end of September.
Gregory Jr. testified that Big G acquired Twin Cities'
interest in the Solar Turbines project before "follow[ing]
up" with Solar Turbines to ensure its getting the work.
Concerning the followup, he averred that he and his
father met with two Solar Turbines officials sometime in
February, "probably"' for an hour or two, reporting that
Big G had been "formed" and had "purchased" Twin
Cities' interest in the project. The officials ' "main ques-
tion" concerned the nature of Big G, he recounted, and
they "were all in favor of it" upon being told that "it
was all the Gabriel boys," including Joseph with his new
degree in electrical engineering ," along with Gabriel Sr.
The meeting concluded, according to Gregory Jr., with
"a handshake on a time-and-material contract ," not "a
hard contract" in writing.
Gabriel Sr. did not mention such a meeting in his testi-
mony. By letter dated March 1, accompanying Twin
Cities' final bill to Solar Turbines, he stated, however:
[F]or your records this will be the final billing
that you will receive from Twin Cities Electric. All
future billings will be from BIG G ELECTRIC &
ENGINEERING, INC., P.O. Box 4257, Soldotna,
Alaska 99669. Our new phone number is (907) 262-
4700.
Should you have any questions , please do not
hesitate to contact me.
9 The earlier letter , apparently dated February 24, is neither in evi-
dence nor described on the record.
T Patrick O'Connell , Big G's office manager , testified that transfer of
title to the vehicles "took place in April " Gabriel Sr testified that Big G
first used them "sometime around the end of February , first part of
March."
a Big G has acquired about $26 ,550 worth of equipment "over and
above" that from Twin Cities , including a van-type vehicle ($ 13,885), a
trailer ($3515), a hi-pot tester ($3492), and a computer ($2350) The
record gives no date for these purchases
9 Joseph received a bachelor of science degree in electrical engineering
from Gonzaga University , Spokane, Washington , in December 1987.
TWIN CITIES ELECTRIC
Gregory Jr. testified that Big G 's directors never dis-
cussed the possibility that Solar Turbines would reject it
as Twin Cities ' replacement . He assertedly "felt confi-
dent"-"it seemed pretty much the course"-that Big G
would get the work , basing his feeling on a "kind of neg-
ative reassurance , the fact that they [Solar Turbines]
didn 't know what they were doing." 10 Joseph testified,
on the other hand , that Big G 's getting the job "seemed
to [be] real shaky," whereas Bruce , noting that Big G
was "on the job" well before it signed the buy-sell agree-
ment, declared that he saw no problem-"we knew we
had the job." But , asked if Solar Turbines could replace
Big G at will , given their time-and -materials understand-
ing, Bruce conceded , "I suppose they could."
Also on June 1, Gabriel Sr . and Big G , by Gregory
Jr., executed a formal agreement by which Big G en-
gaged Gabriel Sr. "as a foreman and electrical contract-
ing administrator." It provided , variously, that Gabriel
Sr. would be "subject to the general supervision and pur-
suant to the orders , advice, and direction of' Big G; that
he would be paid $22 . 50 per hour , plus $1,018 . 93 month-
ly for the use of his electrical administrator 's license; and
that Big G would provide him with $100 ,000 in life in-
surance during the 4-year term of the agreement, which
was to start July 1. The record does not say whether this
agreement changed , or merely formalized, the relation-
ship between Big G and Gabriel Sr. As mentioned earli-
er, he was Big G 's foreman on the Solar Turbines
project from the onset.
Electrical contractors in Alaska are required by law to
have someone at their disposal with an electrical admin-
istrator's license . Gregory Jr. testified that the leasing of
such licenses by contractors is "very common "; and that,
in essence , was "the relationship" between Big G and
Gabriel Sr . with regard to his license. He also testified
that the monetary consideration-$ 1,018.93 per month-
was "what we would be willing to pay or what he
would be willing to accept," and "comparable" to the
norm . He added that Big G considered other licensees,
as well , finally choosing Gabriel Sr . "because he is my
father" and "it would have been probably . . . a breach
of etiquette or something to bring in an outsider who
had the same tools, so to speak ." The record contains no
documentation that Big G in fact has made the pre-
scribed monthly payments.
Concerning Gabriel Sr.'s hourly wage of $22.50, Greg-
ory Jr . testified that it "basically [is] what the nonunion
pay scales are in the oilfield ." Neither he nor anyone else
supplied a rationale for the life insurance.
Gabriel Sr . testified that he decided to "shut down"
Twin Cities at "probably the end of '87 and the start of
'88, somewhere in there ." His stated reason was: "We
just couldn 't make it . There's no way that we could
make it . . . going by what the accountant was telling
me." He amplified that Twin Cities was unable to obtain
financing , without which it could not maintain a payroll
or obtain materials and supplies pending the collection of
accounts receivable . 11 He testified that he went "so far
10 Gregory Jr. did not explain what he meant by this
11 Gabriel Sr. later appended that "health concerns" also contributed
to his decision
1017
as to get bankruptcy papers" in July 1987, but decided
against that, "probably because of pride."
The accountant, Charles Obendorf, C.P.A., testified to
the same effect , asserting that the bank on which Twin
Cities had relied for financing "went under"; that his ef-
forts to obtain financing for Twin Cities from two other
banks were unsuccessful ; that he did not believe Twin
Cities capable of completing the Solar Turbines job "be-
cause it was going to require a substantial number of
electricians at one point . . . and they were not able to
obtain financing for that kind of payroll"; and that he
was "very blunt with the Gabriels that, hey, I'm not sure
that you 're gonna make it ." Obendorf did not reveal
with any specificity how or when he communicated that
assessment.
Gabriel Sr. and/or Obendorf testified that, beyond the
absence of financing , Twin Cities' economic woes
stemmed from several developments : the failure of the
general contractor on the school job to pay Twin Cities
in full ; the lawsuit over Twin Cities' cessation of fringe
benefit contributions, which tied up $21,000 owing from
the school job;12 repossession , effective January 1, 1988,
of the property housing Twin Cities' office and shop,
and from which Gabriel Sr. had been receiving rental
income ; an Internal Revenue Service determination that
Gabriel Sr. owes $75,000 on "phantom income" attend-
ant that repossession ; and an $80,000 judgment against
him out of a real estate matter on Kodiak Island.
Obendorf stated that Twin Cities/Gabriel Sr. also
owes about $72,000 to the Small Business Administra-
tion , about $15,000 to an electrical supply house, and "a
fair amount of money" to his firm "for accounting serv-
ices." He enlarged that Twin Cities had engaged his firm
"to help watchdog [its] accounts" in about 1982, when it
was "close to bankruptcy"; and that his firm has "been
paying the bills . . . doing the payrolls, and helping act
as [Twin Cities'] controller" ever since . He added that
his firm now is not only "collecting whatever receivables
are still there and available , and . . . making payments to
the creditors as [it] get[s] the money in," but that Gabriel
Sr. "is bringing some money in every week out of his
paycheck and we are . . . applying it first against his
home utility bills and making sure that the state gets paid
[for a loan] on the house and the SBA on their loan."
Gregory Jr. testified that discussions among the five
brothers about forming a business began to "evolve in
more serious form early in 1987"; that the discussions
"began heating up" in December , upon Joseph's gradua-
tion from college ("They really began to take on a new
meaning with him and his electrical engineering
degree ."); and that the brothers decided, during a meet-
ing in January 1988, to "pool together [their] resources
and [their] talent" and take the plunge . The record is
silent with respect to Gabriel Sr.'s role, if any, in these
deliberations.
Gregory Jr. related that, having been "designated" by
the others "to begin getting the ball rolling ," he quit his
job with another electrical contractor and "began the
task of putting together a corporation ." The "first thing"
12 Gabriel Sr depicted this as a "minor part" of the problem
1018 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
so he testified , was to talk to an attorney "about forming
a corporation "; the "next step was to obtain financing"
through the Soldotna branch of the First National Bank
of Anchorage , "based on a percentage of our receiv-
ables" from Solar Turbines ;' 3 the "next step" was to ar-
range for workers' compensation insurance , a surety
bond , and other state-required insurance ; the "next step"
was to lease space for an office and shop ; and the final
"step" was to procure tools . Gregory Jr. did not state
with any exactitude when he performed these tasks; and,
aside from its organic documents , Big G did not place in
the record any documents of the sort customarily gener-
ated by transactions of this sort.14
Gregory Jr. testified that investing in Twin Cities,
rather than forming Big G , "wasn 't a possibility." He ex-
plained that Twin Cities ' building "had been foreclosed
upon ," that "there were some judgments against Twin
Cities," and that it consequently had "no possibility of
establishing any type of credit or financing .' 5 Bruce, ob-
serving that Gabriel Sr.'s "management skills weren't all
that great" and seeing Twin Cities as "a sinking ship"
with "absolutely no credit ," asserted that investing in it
would have been "throwing good money after bad."
Brian , remarking that Gabriel Sr .'s management skills
,.were poor" and that Twin Cities was "financially unsta-
ble," equated the investing of $4000 in it with "giving
someone $4,000 to put on a blackjack table ." Christo-
pher, another devotee of the "sunken ship" analogy,
commented , "[T]here was nothing that we could have
done to save" Twin Cities.
All of Big G 's management and policy decisions are
handled by the board of directors , according to Gregory
Jr. Gabriel Sr. offered that his views do not "carry any
weight" with the other directors "because [he] got a past
history of probably failing a little bit." Gregory Jr. testi-
fied that , while his father 's technical suggestions are
"highly regarded because of his years of experience as a
contractor," his "input" concerning "the course of man-
agement-perhaps financing , insurance , or purchasing of
a tool"-is not "as highly regarded as maybe it should
be" because of the Twin Cities "situation ." He expanded
that Gabriel Sr. used the "glove-box of his truck [as] his
file cabinet" and had mismanaged Twin Cities-"espe-
cially in the last year of business . . . like when he per-
ceived withdrawing from the Union and . . . didn't
submit in writing, just loose ends like that."
Brian , too, commented that Gabriel Sr.'s glove-box
"was his filing cabinet ," and that his contributions to Big
G are "in the field . . . not his management decisions."
's Obendorf indicated in his testimony that he did not query this lender
when seeking financing for Twin Cities
14 Asked the part Gabriel Sr played in these matters , Gregory Jr. tes-
tified that "he was actually out of town for most of it in Calgary
getting away from it all, basically " Apart from his further testimony that
the Calgary trip occurred sometime after the February meeting he and
his father had with the Solar Turbines officials, the record does not
reveal the timing or duration of the Calgary trip
15 Asked if Twin Cities could have completed the Solar Turbines job,
Gregory Jr testified that he did not think so, because it lacked, among
other things , "the management structure to cover that scope of a project
with the tight deadlines " Bruce then testified that "there is no real
completion schedule available ", that "they've had a . couple in the
past that have just been changed ", and that , upon realizing how much is
"left to do," Solar Turbines "extends the completion date."
As mentioned above, Brian and Bruce disparaged their
father's management skills as "poor" or not "all that
great."
The minutes of their March 23 meeting disclose that
the directors authorized Gregory Jr., Bruce, and Joseph
"to sign for line of credit loans," and authorized those
three, plus Brian, "to sign corporate checks." 16 Patrick
O'Connell, Big G's office manager, testified, without rec-
onciling the discrepancy, that all the directors except
Gabriel Sr. possess both authorities; and that, as he sees
it, Gabriel Sr. is excluded because the sons do not "trust
him, because they [don't] want to let the books get
away." Brian likewise testified that only Gabriel Sr. is
excluded.'7
Gabriel Sr. testified that he "did everything," adminis-
tratively and in the field, when Twin Cities was active.
He particularized:
The structure was, myself and my wife owned it.
And then, for the office personnel, it was myself
and my wife and-not my wife too much, 'cause
she didn't have that kind of time. And then we had
an accountant for the office. . . . [M]y daughter
would do the billing and take it into the accountant,
and he would list it and send it in. The accountant
would also receive all the mail. . . . I would do the
bidding, all the office . . . management, the expedit-
ing.
And then, going down from the office to field
work, I would do all the installation, plus be the
foreman on the job. . . . I would have to do all the
billings, the progress payment schedules. I'd have to
be in on the meetings, progress meetings ; go right
down to driving the vans and picking up materials
from the suppliers, putting the job in, and closing
the jobs out.
Gabriel Sr . testified that he also did all of Twin Cities'
interviewing and hiring.
He reputedly is "less responsible for things at Big G."
As its licensed electrical administrator , however, he is ul-
timately "responsible . . . for the electrical work"-"the
end product," as he put it-on all its jobs . But he does
not do any of the hiring , he testified , nor prepare bids or
progress schedules , contact suppliers , move employees
from job to job, schedule work , or determine employee
pay or hours. As Big G 's foreman on the Solar Turbines
job, his responsibilities assertedly "are to lay the job out,
[to] make sure the men are working , [that they are]
doing the job that they 're supposed to be doing ." He ad-
mittedly has firing authority on that job , as well.
Gabriel Sr. and Bruce testified that Bruce and Joseph
do Big G's hiring; Bruce, that he allocates personnel
among jobs; Gregory Jr., that he, Brian , and Joseph do
job estimates ; and Joseph, that his father is "not held re-
sponsible for any of Big G 's office activities.
i6 With two signatures being required on checks exceeding $1000
17 Gabriel Sr is 53 years old, and, to my lay perception, is in full com-
mand of his faculties. The five sons range in age from Gregory Jr.'s 27 to
Christopher's 22.
TWIN CITIES ELECTRIC
Gregory Jr. acknowledged that "a consideration" in
creating Big G was to "help out . . . father and his fi-
nancial difficulties . . . to help him out in a time of
crisis." Brian contended , however, that while Gabriel Sr.
realized "a benefit . . . because of the decision" to form
Big G , that was not a factor . "Business is business,"
Brian explained , "and that was a business decision."
Christopher and Joseph more or less echoed Brian.
Gregory Jr. testified that , whereas Twin Cities did not
venture far afield , Big G aspires to become "one of the
... major electrical contractors in the state ." Through
September 1988, Big G had worked on 12 jobs. But,
apart from the almost $650,000 it had billed Solar Tur-
bines, its total billings for those several jobs were only
$27,897 . Its first substantial job, excluding Solar Tur-
bines, is that at the Kodiak Island Coast Guard facility.
Its bid , as previously noted , exceeded $600,000, and it re-
putedly was informed of the award on about April 1.
The only work on the project to the time of trial, how-
ever, was Brian 's installation of a "temporary power
hook-up" in August . Gregory Jr. testified that Big G
was then "gearing up" to send a crew to Kodiak.
Gregory Jr., Bruce, and Brian all resigned from the
Union in early 1988. Gregory Jr. testified that he re-
signed because "the Union was not taking care of the
members or the contractors of this local area" ; and that
the resignations, in addition , were "part of [a] negotiation
strategy." He elaborated:
Our original intention was to do work through the
IBEW on a job-by-job basis , where we could have
more leverage as far as negotiating wages and .. .
conditions basically in the oil-field , which is, as far
as I know, virtually all nonunion . And it was just
kind of taking the hard -line stance and-and trying
to-to negotiate some sort of an agreement, and
that in fact didn't happen and we ended up doing
all the work nonunion , anyway.
Bruce testified that he left the Union to become a part
of Big G because , having just become a journeyman, he
was "way low on the books" at the Union 's hiring hall,
"which means a year, maybe two years, before eventual
employment began in the Kenai -Soldotna area." 18 Brian
testified that he resigned in part because he "felt [he] was
being discriminated against by the apprenticeship
school ." But "mainly," he stated , "it was to ... become
[his] own boss [and] to . . . work with [his] brothers,
which has always been one of [his] ultimate goals."
When Gabriel Sr. told the Union 's Evans that Twin
Cities would be operating nonunion, he also said that he
was "upset" that the Union had not taken one of his
sons, presumably Brian, into an apprenticeship program,
and exclaimed that he was going to employ members of
his family "no matter what the IBEW said or did." 19
le Until quitting to go with Big G, however , Bruce had been working
steadily , since the preceding April or May, for Hooper Electric at Nlklskl
High School
19 Evans , disabled from an accident , did not testify Counsel stipulated
that , if called , he would have testified to this effect . Gabriel Sr , although
disclaiming a clear recollection of the exchange , admittedly told Evans
that Twin Cities "could no longer employ union people," and "men-
1019
Earlier, in 1985, Gabriel Sr. had sought the Union's con-
sent to pay Twin Cities' electricians at the "maintenance
rate" of $21 per hour, instead of $25. The Union refused,
impressing him that it was not "looking out for the con-
tractors."
Asked his reasons for Twin Cities' going nonunion,
Gabriel Sr. testified: "[L]iterally we were broke. . . . I
couldn't pay anybody. I didn 't have any money to pay."
He averred , with respect to the later decision to shut
down Twin Cities, that he "couldn' t have gone on,"
union or nonunion , because of his economic plight.
Big G 's office and shop are located across the road
from Twin Cities' preforeclosure location . It did not in-
herit Twin Cities' telephone number or Federal tax
number . One of the vans subject to the June 1 buy-sell
contract continued to display Twin Cities' markings until
about the time of the trial . Gregory Jr. testified that cost
was "one consideration " in its not being repainted
sooner, another being the impracticality of "releasing the
manpower" to do it.
B. Conclusions and Reasons
This is a construction-industry case . Section 8(t) of the
Act permits an employer and a union engaged primarily
in that industry to enter into a bargaining agreement, re-
gardless of the union 's majority status, without violating
the Act. The Board "require[s] the party asserting the
existence of a [Section] 9(a) relationship"-i.e., a rela-
tionship derived from the union 's majority status-"to
prove it ."20 In the construction industry, moreover:
Such showing is accomplished only by traditional
means, i .e., a Board election or voluntary recogni-
tion based on a prior demand for recognition sup-
ported by a showing of majority employee sup-
port.21
The present record contains no such showing. The
Union-NECA agreements binding on Twin Cities be-
cause of the letter of assent , including the 1986-1988
agreement , consequently derived their legitimacy from
Section 8(f). The recent Board decision , John Deklewa &
Sons,22 therefore applies . The Board stated in Deklewa:
When parties enter into an 8(f) agreement , they will
be required, by virtue of Section 8(a)(5) and Section
8(b)(3), to comply with that agreement unless the
employees vote, in a Board-conducted election, to
reject (decertify) or change their bargaining repre-
sentative . Neither employers nor unions who are
party to 8(f) agreements will be free unilaterally to
repudiate such agreements.23
The Board continued:
tioned" the Union 's failure to take his son into an apprenticeship pro-
gram Evans ' stipulated rendition deserves belief in the circumstances
20 Kephart Plumbing, 285 NLRB 612 ( 1987), quoting from John
Deklewa & Sons, 282 NLRB 1375, 1385 fn. 41 (1987).
21 Kephart Plumbing, supra at 612.
22 Cited in fn 20, supra
23 282 NLRB at 1385.
1020 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
Even absent an election , upon the contract 's expira-
tion, the signatory union will enjoy no majority pre-
sumption and either party may repudiate the 8(f) re-
lationship . The signatory employer will be free, at
all times, from any coercive union efforts, including
strikes and picketing , to compel the negotiation
and/or adoption of a successor agreement.24
Twin Cities thus violated Section 8(a)(5) and (1) by
withdrawing recognition from the Union and concomi-
tantly repudiating the 1986- 1988 agreement in mid-
term.25
The question remains whether Big G is Twin Cities'
alter ego, responsible for Twin Cities' misconduct and
bound by its contractual commitment.
The Board stated in Advance Electric:26
Although each case turns on its own facts , we gen-
erally have found alter ego status where the two en-
terprises have "substantially identical " management,
business purpose, operation , equipment , customers,
and supervision , as well as ownership.
The Board added , in the same decision:27
Other factors which must be considered in deter-
mining whether an alter ego status is present in a
given case include "whether the purpose behind the
creation of the alleged alter ego was legitimate or
whether, instead , its purpose was to evade responsi-
bilities under the Act."
The Board also has stated that no one factor is "the
sine qua non of alter ego status."28
Applying the foregoing overlay of principle to the
present situation, I conclude that Big G indeed is Twin
Cities' alter ego. It inarguably has the same business pur-
pose and uses much of the same equipment; and, with
about 95 percent of its billings through September stem-
ming from the Solar Turbines project, it had a virtually
identical clientele for a number of months. Supervision
likewise is substantially the same, given the predomi-
nance of the Solar Turbines job, Gabriel Sr.'s continu-
ation on that job much as before, and Big G's carryover
24 Id. at 1386
25 See, in addition to Deklewa and Kephart Plumbing, cited above in fn
20: Bufco Corp, 29! NLRB 1015 (1988 ), BFC Corp., 285 NLRB 583
(1987), Precision Striping, 284 NLRB 1110 (1987), W. L. Miller Co., 284
NLRB 1180 (1987), Jack Welsh Co., 284 NLRB 378 (1987); American
Thoro-Clean, 283 NLRB 1107 (1987), Ken Hash Construction, 283 NLRB
822 (1987).
The 6-month limitation period set forth in Sec . 10(b) does not foreclose
a violation , even though the initial withdrawal and repudiation occurred
more than 6 months before the Union filed its charge . No one has raised
the 10(b) issue, and, as stated in Penn Corp, 239 NLRB 45, 45 fn 1
(1978), Sec 10(b) "is an affirmative defense and , if not timely raised, is
waived." Moreover, each failure to comply with the agreement within
the 10(b) period is "a separate and distinct violation " Farmingdale Iron
Works, 249 NLRB 98, 99 ( 1980). See also Chemung Contracting Corp., 291
NLRB 773, 774 (1988)
29 268 NLRB 1001, 1002 ( 1984), quoting from Denzil S. Alkire, 259
NLRB 1323, 1324 (1984)
27 At 268 NLRB 1002 The inside quotation is from Fugazy Continental
Corp, 265 NLRB 1301, 1302 (1982).
28 Fugazy Continental Corp., supra at 265 NLRB 1301 See also Conti-
nental Radiator Corp., 283 NLRB 234, 235 (1987).
dependence upon his electrical administrator 's license.29
The same can be said of ownership, even though none of
the sons had or has a proprietary interest in Twin Cities,
for "the Board often treats ownership by other family
members as personal ownership" in situations of this
sort. 30
The record supports the inference , moreover, that Ga-
briel Sr . and his sons brought Big G into being, at least
in important part, to escape Twin Cities' ties to the
Union.3 t Gabriel Sr. had felt since 1985, when the Union
denied him permission to institute the maintenance wage
rate, that it was not "looking out for the contractors."
His desire to escape became manifest in 1987, when
Twin Cities repudiated the agreement ; and, vowing to
employ family members "no matter what the IBEW said
or did," he told the Union' s Evans that Twin Cities was
going nonunion . But, far from breaking the Union 's hold,
those actions prompted a grievance protesting Twin
Cities' disregard of the hiring hall and a lawsuit over its
nonpayment of fringe-benefit contributions. Gabriel Sr.'s
problems thus were compounded, and his resolve to
escape doubtless intensified. Big G 's emergence and
Twin Cities' deactivation followed.
Other indicia that union avoidance (or manipulation)
underlay Big G 's creation are Gregory Jr.'s revelation
that his and his brothers' resignations from the Union
were "part of [a] negotiation strategy" to extract conces-
sions on behalf of Big G; Gregory Jr.'s admission that "a
consideration" was to "help out ... father and his finan-
cial difficulties"; and, perhaps most telling , the failure of
Big G and Gabriel Sr./Twin Cities to come up with cru-
cial documentation of their alleged arrangement-i.e., the
buy-sell contract and Gabriel Sr.'s employment agree-
ment-until June 1, and only after the Union's May 24
letter challenging Big G's independence from Twin
Cities.32
Big G's alter ego status is additionally suggested by
these considerations:
(a) Its creation was temporally proximate to Twin
Cities' shutdown.33
(b) It undertook a major project-the Solar Turbines
job-left unfinished by Twin Cities.34
(c) Gabriel Sr. continued to play a prominent role, as
witness his participation with Gregory Jr. in the meeting
with Solar Turbines officials whereby Big G succeeded
Twin Cities on that project; and his March 1 letter to
Solar Turbines informing it that future billings would be
from Big G , in which he closed: "Should you have any
questions, please do not hesitate to contact me."
29 NLRB Y. Burgess Construction Corp., 596 F.2d 378 , 385 (9th Cir.
1979)
30 Bryar Construction Ca, 240 NLRB 102, 104 ( 1979) See also NLRB
Y. Stowe Spinning Co, 336 U S 226 , 227 (1949) ("Interlocking directorates
and family ties make the four equal to one for our purposes ."); Gilroy
Sheet Metal, 280 NLRB 107 fn 2 (1986); Truck & Dock Services, 272
NLRB 592 fn . 2 (1984), Advance Electric , supra at 268 NLRB 1004
91 Another reason perhaps being to insulate anticipated large Solar
Turbines proceeds from creditors of Twin Cities/Gabriel Sr That, too,
would support an alter ego finding . Fullerton Transfer & Storage, 291
NLRB 426 (1988)
32 William N Taylor, Inc., 288 NLRB 1049 fn 4 (1988)
33 Continental Radiator Corp, supra
34 Gilroy Sheet Metal, supra
TWIN CITIES ELECTRIC
(d) The Twin Cities assets acquired by Big G were not
independently appraised.35
(e) The value allocated to Twin Cities' interest in the
Solar Turbines job, $28,000, betrays a less-than-arm's-
length , if not sham , transaction . Not only did the $28,000
represent Twin Cities' projected profit for the entire job
(leaving no room for profit to Big G absent change
orders), but Big G supposedly had no assurance that it
would get the work and ended up with only a time-and-
materials, terminable-at-will (albeit lucrative) arrange-
ment.
(f) The record contains no documentation that funds
ever were transferred pursuant to the buy-sell contract
or to that feature of the employment agreement with Ga-
briel Sr. concerning his electrical administrator 's license.
Nor does it include documentary verification that Big G,
as a separate entity, entered into the several transactions
attributed to it by Gregory Jr. regarding financing, bond-
ing, workers ' compensation , procurement of office/shop
space, etc.
(g) Big G enjoyed the use of Twin Cities' equipment
for at least several weeks without the usual business for-
malities and apparently free of charge . 36 It also had suc-
ceeded Twin Cities on the Solar Turbines job well
before the value of Twin Cities' interest was determined
and the buy-sell contract entered into.
Finally, the testimonial efforts of Gabriel Sr. and the
several sons to portray an arm's-length situation were
singularly devoid of conviction . For instance , Gabriel
Sr.'s testimony that he had "a knock-down , drag-out ar-
gument" with the sons over the value of Twin Cities'
assets was palpably contrived, as was Christopher's claim
that the negotiations were "heated" and that his father
became so "upset" that he "left the room ." Gregory Jr.'s
testimony that Big G explored leasing or buying new
rather than using Twin Cities' assets, and that it consid-
ered obtaining an electrical administrator's license other
than through Gabriel Sr., likewise reeked of invention.
The purported exclusion of only Gabriel Sr. from check
signing and line-of-credit authority for Big G, and com-
panion characterizations of him as a feckless boob in
business matters, came across as counterfeit, as well.In
sum, the evidence that Big G is Twin Cities' alter ego,
and that they consequently are a single employer, is con-
siderable and impressive . The contrary evidence, weak-
ened by the suspect credibility of its purveyors, is at
once less substantial and less persuasive . The two enti-
ties, jointly, therefore are responsible for Twin Cities'
unfair labor practices and are bound by its contractual
commitment to the Union.
CONCLUSIONS OF LAW
1. Twin Cities and Big G (jointly, "Respondents") are
in the construction industry and are engaged in com-
merce within Section 2(2), (6), and (7) of the Act.
2. The Union is a labor organization within Section
2(5) of the Act.
3. Respondents are alter egos and a single employer.
as Eagle Express Co., 272 NLRB 501, 502 ( 1984).
36 William N. Taylor. Inc.. supra
1021
4. All journeyman and apprentice wiremen , techni-
cians, splicers, and material handlers employed by Re-
spondents , excluding all other employees, guards, and su-
pervisors as defined in the Act, constitute an appropriate
bargaining unit.
5. By withdrawing and withholding recognition from
the Union and by failing and refusing to abide by their
1986-1988 collective-bargaining agreement with the
Union, Respondents violated Section 8(a)(5) and (1) of
the Act.
6. The unfair labor practices affect commerce within
Section 2(6) and (7) of the Act.
THE REMEDY
Having found that Respondents engaged in certain
unfair labor practices , I shall recommend that they be or-
dered to cease and desist and to take specified affirmative
action designed to effectuate the policies of the Act. I
shall recommend that they be ordered to make their em-
ployees whole, as prescribed in Ogle Protection Service,37
for any losses they may have suffered as a result of Re-
spondents' failure, since December 23, 1987,38 to adhere
to the 1986- 1988 collective-bargaining agreement,99 with
interest to be computed as prescribed in New Horizons for
the Retarded 40
On these findings of fact and conclusions of law and
on the entire record, I issue the following recommend-
ed41
ORDER
The Respondents, Twin Cities Electric and Big G
Electric & Engineering, Inc., Soldotna, Alaska, their offi-
cers, agents , successors, and assigns, shall
1. Cease and desist from
(a) Withdrawing and withholding recognition from
International Brotherhood of Electrical Workers, Local
Union 1547, AFL-CIO as the exclusive collective-bar-
gaining representative of their employees in the appropri-
ate unit described below, during the term of a collective-
97 183 NLRB 682 (1970)
38 December 23 being the start of the 6-month period before the
charge was filed Farmingdale Iron Works, supra at 249 NLRB 99.
sa As earlier mentioned , John Deklewa & Sons permits a party to repu-
diate its 8(f) relationship on the expiration of an agreement The record
contains no evidence that Respondents effectively repudiated their rela-
tionship or agreement with the Union , or timely withdrew bargaining au-
thority from NECA . I therefore leave to the compliance phase of this
proceeding whether they , as alter egos and a single employer, are bound
by any subsequent or successor agreements under Deklewa principles.
William N. Taylor, Inc, supra at 288 NLRB 1050
40 283 NLRB 1173 (1987). Under New Horizons, interest on and after
January 1 , 1987, shall be computed at the "short -term Federal rate" for
the underpayment of taxes, as set out in the 1986 amendment to 26
U S C § 6621
Because the provisions of benefit fund agreements are variable and
complex, the Board does not provide at this stage of the proceeding for
the addition of interest at a fixed rate on unlawfully withheld fund contri-
butions Any additional amounts owed are to be determined in accord-
ance with Merryweather Optical Ca, 240 NLRB 1213, 1216 fn . 7 (1979).
43 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
1022 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
bargaining agreement ; or failing and refusing to abide by
their 1986-1988 collective -bargaining agreement and any
successor agreements with Local Union 1547, as such
representative . The appropriate unit is
All journeyman and apprentice wiremen , techni-
cians, splicers , and material handlers employed by
Respondents, excluding all other employees , guards,
and supervisors as defined in the Act.
(b) In any like or related manner interfering with, re-
straining , or coercing employees in the exercise of the
rights guaranteed them by Section 7 of the Act.
2. Take the following affirmative action necessary to
effectuate the policies of the Act.
(a) Comply, retroactively to December 23, 1987, with
the terms and conditions of the 1986 -1988 collective-bar-
gaining agreement , and any successor agreements, in-
cluding wage rates, fringe benefit payments , hiring hall
provisions , and union-security requirements.
(b) Make whole employees covered by the 1986-1988
agreement , and any successor agreements, as set forth in
the remedy section of this decision , for any losses suf-
fered as a result of Respondents ' misconduct.
(c) Preserve and, on request, make available to the
Board or its agents , for examination and copying, all
payroll records, social security payment records, time-
cards, personnel records and reports, and all other
records necessary or helpful to determine the backpay
due under this Order.
(d) Post at their Soldotna, Alaska office and shop
copies of the attached notice marked "Appendix."42
Copies of the notice , on forms provided by the Regional
Director for Region 19, after being signed by Respond-
ents' authorized representative, shall be posted by Re-
spondents immediately upon receipt and maintained for
60 consecutive days, in conspicuous places, including all
places where notices to employees customarily are
posted. Reasonable steps shall be taken by Respondents
to ensure that the notices are not altered, defaced, or
covered by any other material.
(e) Notify the Regional Director in writing within 20
days from the date of this Order what steps Respondents
have taken to comply.
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.
WE WILL NOT withdraw and withhold recognition
from International Brotherhood of Electrical Workers,
Local Union 1547, AFL-CIO, as the exclusive collec-
tive-bargaining representative of our employees in the
appropriate unit described below , during the term of a
collective -bargaining agreement ; and WE WILL NOT fail
and refuse to abide by our 1986- 1988 collective-bargain-
ing agreement and any successor agreements with Local
Union 1547 , as such representative . The appropriate unit
is:
All journeymen and apprentice wiremen , techni-
cians, splicers , and material handlers employed by
us, excluding all other employees , guards, and su-
pervisors as defined in the Act.
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 comply, retroactively to December 23, 1987,
with the terms and conditions of the 1986-1988 collec-
tive-bargaining agreement , and any successor agreements
with Local Union 1547, including wage rates, fringe ben-
efit payments, hiring hall provisions , and union-security
requirements.
WE WILL make our employees whole for losses in-
curred, with interest, because of our failure to abide by
the terms and conditions of the 1986-1988 collective-bar-
gaining agreement or applicable successor agreements
with Local Union 1547, including wage rates and fringe
benefit payments , hiring hall provisions, and union-secu-
rity provisions.
42 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 Nation-
al 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 "
TWIN CITIES ELECTRIC, AND BIG G ELEC-
TRIC & ENGINEERING, INC.