Rocform Corp.

National Labor Relations Board - Board Decisions

Nov 27, 1998

327 N.L.R.B. 42 (N.L.R.B. 1998)

327 NLRB No. 42
1
NOTICE: This opinion is subject to formal revision before publication in the
Board volumes of NLRB decisions. Readers are requested to notify the Ex-
ecutive Secretary, National Labor Relations Board, Washington, D.C.
20570, of any typographical or other formal errors so that corrections can
be included in the bound volumes.
Rocform Corp.and its alter ego/successor/single em-
ployer Ammar Corp. and Detroit Millmen’s Lo-
cal 1452, United Brotherhood of Carpenters and
Joiners of America, AFL–CIO. Case 7–CA–
31646
November 27, 1998
SUPPLEMENTAL DECISION AND ORDER
BY MEMBERS FOX, HURTGEN, AND BRAME
On August 28, 1991, the National Labor Relations
Board issued a Decision and Order1 ordering Rocform
Corp., inter alia, to make certain contractually required
payments to certain benefit funds and to remit to Detroit
Millmen’s Local 1452, United Brotherhood of Carpen-
ters and Joiners of America, AFL–CIO, with interest,
dues deducted from the pay of unit employees.
On May 18, 1992, the Board issued a Supplemental
Order2 approving a Stipulation Consenting to Amount of
Pension Contribution, Schedule for Payment and Entry
of a Supplemental Board Order and Consent Judgment,
which had been agreed to by the Respondent Rocform,
the Charging Party, and the Counsel for the General
Counsel on April 16, 1992.
On September 8, 1992, the United States Court of Ap-
peals for the Sixth Circuit entered its Consent Judgment
as mandate in Case No. 92–5939, enforcing the provi-
sions of the Board’s Supplemental Order issued May 18,
1992.
On May 27, 1998, the Acting Regional Director for the
Seventh Region, issued and served upon Respondents
herein, by certified mail, a compliance specification and
notice of hearing, and a copy of the Board’s Rules and
Regulations, Section 102.56, answer to compliance
specification.
The compliance specification alleges, inter alia, that,
as set forth in the parties’ stipulation, $12,775.69 was
owed to the pension fund designated in the Charging
Party Union’s various collective-bargaining agreements
and $1,697.90 was owed to the Charging Party Union in
dues moneys that were deducted from the pay of Re-
spondent Rocform employees, but were not remitted to
the Charging Party Union.3 No out-of-pocket expenses
were claimed by the employees. Thus, the total due was
$14,473.59. Payments of $10,372.42 have been made
toward satisfaction of the Board’s Order, as enforced,
leaving a balance of $4,101.17. Thus, the obligation will
be discharged by payment of $4,101.17, plus interest.

1 304 NLRB No. 51 (not included in bound volumes).
2 Not included in bound volumes.
3 Due to a typographical error the compliance specification states
that, $12,775.60 was owed to the Charging Party Union’s pension fund.
The compliance specification also alleges that, about
June 1993, Joseph M. Bonadeo caused Respondent Am-
mar to take over and continue to operate the business of
Respondent Rocform in essentially unchanged form and
as a disguised continuance of the Respondent Rocform.
The compliance specification also alleges, inter alia, that
Respondent Rocform and Respondent Ammar are alter
egos and a single employer and are liable, jointly and
severally, to remedy the unfair labor practices of Re-
spondent Rocform. The compliance specification further
alleges, in the alternative, that Respondent Ammar con-
tinued as the employing entity with notice of the poten-
tial liability of Respondent Rocform to remedy its unfair
labor practices and is a successor to Respondent Roc-
form.
On June 17, 1998, Joseph Bonadeo, who is alleged to
be an officer and vice president of Respondent Rocform,
and majority owner of Respondent Ammar, sent a letter,
with attachments, to the Acting Regional Director of the
Seventh Region, in response to the compliance specifi-
cation and notice of hearing, stating that he denied that
additional moneys are owed to the Union. Bonadeo fur-
ther stated that in 1995 his “attorney reached a settlement
with the attorneys for the Union for fringe benefits.”
On August 11, 1998, the Acting General Counsel filed
with the Board a Motion to Transfer Case to the Board
and for Summary Judgment, with exhibits attached. The
Acting General Counsel argues in his motion that the
Respondents have not filed a specific and adequate an-
swer as required by Section 102.56(b) of the Board Rules
and Regulations, and that the basis of Respondents’ de-
nial is without merit.
On August 13, 1998, the Board issued an order trans-
ferring the proceeding to the Board and a Notice to Show
cause why the motion should not be granted. The Re-
spondents did not file a response. The allegations in the
motion are therefore undisputed.
The National Labor Relations Board has delegated its
authority in this proceeding to a three-member panel.
Ruling on the Motion for Summary Judgment
Section 102.56(b) and (c) of the Board Rules and
Regulations states:
(b) Contents of answer to specification.—The an-
swer shall specifically admit, deny or explain each
and every allegation of the specification, unless the
respondent is without knowledge, in which case the
respondent shall so state, such statement operating as
a denial. Denials shall fairly meet the substance of
the allegations of the specification at issue. When a
respondent intends to deny only a part of an allega-
tion, the respondent shall specify so much of it as is
true and shall deny only the remainder. As to all
matters within the knowledge of the respondent, in-
cluding but not limited to the various factors enter-
ing into the computation of gross backpay, a general
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD2
denial shall not suffice. As to such matters, if the
respondent disputes either the accuracy of the fig-
ures in the specification or the premises on which
they are based, the answer shall specifically state the
basis for such disagreement, setting forth in detail
the respondent’s position as to the applicable prem-
ises and furnishing the appropriate supporting fig-
ures.
(c) Effect of failure to answer or to plead spe-
cifically and in detail to backpay allegations of
specification. . . . If the respondent files an answer
to the specification but fails to deny any allegation
of the specification in the manner required by para-
graph (b) of this section, and the failure to deny is
not adequately explained, such allegation shall be
deemed to be admitted to be true, and may be so
found by the Board without the taking of evidence
supporting such allegation, and the respondent shall
be precluded from introducing any evidence contro-
verting the allegation.
In the letter Bonadeo sent in response to the compli-
ance specification he denied “that additional monies are
owed to Detroit Millmen’s Local 1452.” Bonadeo con-
tended that in 1995 his attorney reached a settlement
with the attorneys for the Union, with respect to fringe
benefits.
In his motion, the Acting General Counsel notes that
the United States District Court, Eastern District of
Michigan, Southern Division, on May 12, 1994, filed an
Order Granting Plaintiffs’ Motion For Default Judgment
in Trustees of the Carpenters’ Pension Funds, et al. v.
Rocform Corporation, U.S. District Court No. 94–CV–
70017–DT. The Acting General Counsel contends that
that Order clearly preserves the right of the plaintiffs in
that case to pursue further action should the Board cease
its collection efforts and is clearly indicative of the par-
ties’ intent to exclude the portion of the remedy associ-
ated with the Board’s Supplemental Order from their
agreement regarding the Trustees’ district court action.
The Acting General Counsel included in his exhibits a
copy of the district court’s Order Granting Plaintiffs Mo-
tion For Default Judgment. The Order states that “the
plaintiffs are awarded whatever amounts such audit4 re-
veals as owed by defendant to plaintiff, plus $5,893.26,
the amount due and owing to plaintiffs Trustees by de-
fendant which is not included in the Supplemental Order
of the National Labor Relations Board of May 18, 1992,
plus costs, interest, and attorneys’ fees. . . .” [Emphasis
added.] Also, the Order states “that plaintiffs reserve the
right to seek Judgment for the remaining amounts due by
defendant to plaintiffs which are included in the Supple-

4 The defendant, in that case, was ordered to submit to the plaintiffs
books and records needed by the plaintiffs to determine the amount the
defendant owed for the period from February 17, 1993 to the date of the
production of those books.
mental Order of the National Labor Relations Board of
May 18, 1992, if the collection efforts with respect to that
Order are discontinued by the Board.” [Emphasis added.]
There were four attachments to Bonadeo’s letter in re-
sponse to the compliance specification. These attach-
ments include letters in which the attorneys for the par-
ties, in regard to Carpenters’ Pension Trust Funds, et al.
v. Rocform Corporation, Case 94–CV–70017 DT, dis-
cussed terms of a settlement of that case and a copy of a
check in the amount of $7,500 representing full and final
settlement of that matter. The final attachment is a
document entitled Satisfaction of Judgment, filed in the
District Court, regarding Case 94–CV–70017-DT, on
May 23, 1995, by the attorneys for the Trustees of the
Carpenters’ Pension Funds stating that “the judgment
entered by this Court on May 12, 1994 has been satisfied
in full.”
In answer to the compliance specification, the Respon-
dents’ sole contention is that the obligations of Respon-
dent Rocform under the Board’s May 18, 1992 Order
were included in the settlement of the district court Case
94–CV–70017–DT and therefore nothing further is owed
to the Union or the benefit funds under the Board’s Or-
der. We reject the Respondents’ contention. We agree
with the Acting General Counsel that the Order of the
District Court, Eastern District of Michigan, Southern
Division, dated May 12, 1994, explicitly excluded mon-
eys due under the Board Supplemental Order dated May
18, 1992. Thus, the settlement, of the district court order
dated May 12, 1994, and the statement in the Satisfaction
of Judgment which was filed on May 23, 1995, that “the
judgment entered by this Court on May 12, 1994 has
been satisfied in full”, also excluded moneys due under
the Board’s Order.
Other than as set forth above, the Respondents’ answer
fails to respond to the allegations of the compliance
specification. Therefore, we agree with the General
Counsel that the Respondents’ answer is substantively
deficient. It does not comply with the requirements of
Section 102.56 (b) or (c). Accordingly, we shall grant
the General Counsel’s motion.
The following allegations of the compliance specifica-
tion stand uncontroverted.
At all material times, Inez Bonadeo and Betty Ar-
righini have been sisters, owners, and principal stock-
holders of Respondent Rocform. At all material times,
Joseph M. Bonadeo, the son of Inez Bonadeo, has been
an officer of Respondent Rocform and has held the posi-
tion of vice president.
Respondent Ammar was incorporated on June 2, 1993.
From June 2, 1993, to the present, Joseph M. Bonadeo
has been the majority owner of Respondent Ammar.
About June 1993, on a date particularly within the
knowledge of Respondent Rocform and Respondent
Ammar, Joseph M. Bonadeo caused Respondent Ammar
to take over and continue to operate the business of Re-
ROCFORM CORP. 3
spondent Rocform in essentially unchanged form and as
a disguised continuance of Respondent Rocform.
At all material times, Respondent Rocform and Re-
spondent Ammar have been business enterprises having
family ownership, common officers, common manage-
ment and supervision, common business purpose, opera-
tion, customers and supplies, common premises, facili-
ties and equipment, interchange of personnel, common
labor relations policies, and have variously held them-
selves out to the public as a single enterprise.
Based on the conduct described above, Respondent
Rocform and Respondent Ammar are alter egos and/or a
single employer within the meaning of the Act and are
liable, jointly and severally, to remedy the unfair labor
practices of Respondent Rocform. In the alternative,
based on the conduct and operations described above,
Respondent Ammar continued as the employing entity
with notice of the potential liability of Respondent Ro-
cform to remedy its unfair labor practices and is a suc-
cessor to Respondent Rocform.5
As noted, we grant the General Counsel’s Motion for
Summary Judgment. Accordingly, the amounts due the
benefit funds and the Charging Party Union are as stated
in the Consent Judgment, minus payments of $10,372.42.
Pursuant to paragraph (d) of the Consent Judgment, we
will order payment by the Respondents of all amounts
remaining unpaid under the Consent Judgment, with ad-
ditional interest due on the entire unpaid balance from
the date of default until full payment is received, com-
puted in accordance with the formula set forth in New
Horizons for the Retarded, 283 NLRB 1173 (1987).6

5 In Rocform Corp., 304 NLRB No. 51 (1991), the Board found that
Respondent Rocform is an employer engaged in commerce within the
meaning of Sec. 2(6) and (7) of the Act. Since we have found, inter
alia, that the Respondents Ammar Corp. and Rocform Corp. are alter
egos and/or a single employer, we conclude that the Respondent Am-
mar Corp. is an employer engaged in commerce within the meaning of
Sec. 2(6) and (7) of the Act. See, Il Progresso Italo Americano Pub-
lishing Co., 299 NLRB 270 (1990); IMCO/ International Measurement
Co., 304 NLRB 738, 741 (1991), enfd. sub nom. NLRB v. International
Measurement Co., 978 F.2d 334 (7th Cir. 1992).
6 Member Hurtgen agrees with his colleagues that the motion for
summary judgment should be granted. More specifically, he agrees
that it appears to be the case that the district court action does not in-
volve the same liability as does the instant NLRB action. However, the
reason for this difference is not clear (e.g. perhaps, the liability in the
two cases is focused on wholly different time periods). Similarly, it
appears that the settlement involved only the district court liability and
not the instant case liability. However, this matter is also not free from
doubt. For this reason, and in order to ensure that there is no double
recovery, Member Hurtgen would permit Respondent to demonstrate to
the Board’s compliance officer that its payments in the district court
action, and/or in the settlement, cover all or part of the liability in the
instant case. If there is such a showing, the parties can agree to adjust
this case for an amount less than that provided herein. If they are un-
able to agree, the matter can be resubmitted to the Board, with a more
complete evidentiary record
ORDER
The National Labor Relations Board orders that the
Respondents, Rocform Corp. and Ammar Corp., South-
field Michigan, their officers, agents, successors, and
assigns, shall pursuant to paragraph (d) of the Consent
Judgment in NLRB v. Rocform Corp., 92–5939, (6th Cir.
Sept. 8, 1992), pay $4,101.17, which is the total of all
amounts remaining unpaid under the Consent Judgment,
with additional interest due on the entire unpaid balance
from the date of default until full payment is received,
computed in accordance with the formula set forth in
New Horizons for the Retarded, supra.
Dated, Washington, D.C. November 27, 1998
Sarah M. Fox, Member
Peter J. Hurtgen, Member
J. Robert Brame III, Member
(SEAL) NATIONAL LABOR RELATIONS BOARD