The Todd Co., Inc.

National Labor Relations Board - Board Decisions

Oct 4, 1946

71 N.L.R.B. 192 (N.L.R.B. 1946)

In the Matter of THE TODD COMPANY, INC. and ROCHESTER PRINTING
PRESSMEN AND ASSISTANTS' UNION, LOCAL #38, A. F. OF L.
Case No. 3-C-752.-Decided October 4, 1946
Messrs. Isadore Greenberg , Francis K . Helgesen, and Milton A.
Nixon, for the Board.
Harris , Beach , Keating, Wilcox & Dale, by Mr . Charles S . Wilcox,
of Rochester , N. Y., for the respondent.
Messrs. Elmer A. Bassett , Hyman Shulman , and Louis Beikirch,
of Rochester , N. Y., for the Union.
Mr. Jack Mantel , of counsel to the Board.
DECISION
AND
ORDER
Oil June 17 , 1946, Trial Examiner Charles W. Schneider issued his
Intermediate Report in the above -entitled proceeding, finding that the
respondent had engaged in and was engaging in certain unfair labor
practices and recommending that it cease and desist therefrom and
take certain affirmative action as set forth in the copy of the Inter-
mediate Report attached hereto. The Trial Examiner also recom-
mended that the complaint , as amended , be dismissed insofar as it
alleged that the respondent violated Section 8 ( 1) of the Act by com-
municating to employees its preference for the Association and by
granting preferential treatment to members of the Association, and
insofar as it alleged that the respondent violated Section 8 (1) and
(5) of the Act by effectuating and publishing certain wage increases
without negotiating thereon with the Union . Thereafter , the re-
spondent filed exceptions to the Intermediate Report . On September
10, 1946, the Board heard oral argument at Washington , D. C., in
which the respondent participated.
The Board has reviewed the rulings made by the, Trial Examiners 1
at the hearings and finds that no prejudicial error was committed.
I The original hearing in this matter was held before Trial Examiner Walter Wilbur in
December 1944. Thereafter , the Board issued an order providing, inter alia , for the issu-
ance of Proposed Findings of Fact, Proposed Conclusions of Law, and Proposed Order. The
Proposed Decision was issued , but, after the reopening of the record before Trial Examiner
Schneider for the purpose of taking further testimony, the Board on June 10, 1946, directed
that it be withdrawn and that Trial Examiner Schneider issue an Interthediate Report.
71 N. L R. B., No 25.
192
THE TODD COMPANY, INC. 193
The rulings are hereby affirmed. The Board has considered the Inter-
mediate Report of Trial Examiner Schneider, the respondent's excep-
tions, and the entire record in the case, and hereby adopts the findings,
conclusions, and recommendations of the Trial Examiner.
The record in this case amply supports the Trial Examiner's find-,
ings that the respondent did not bargain in good faith with the Union,
but that it entered into negotiations with a fixed determination not
to sign a contract with the Union. The respondent contends (1) that
the question of whether a contract should be signed is a bargainable
issue; and (2) that, inasmuch as no final collective bargaining agree-
ment had been reached between the parties, the question of signing a
contract was premature. Both contentions are without merit and
contrary to the established law on the subject.
In H. J. Heinz Co. v. N. L. R. B., 311 U. S. 514, the Supreme Court
specifically rejected the proposition herein asserted by the respond-
ent, that the signing of collective bargaining agreements is a bargain-
able issue. The Supreme Court stated as follows:
It is true that the National Labor Relations Act, while requiring
the employer to bargain collectively, does not compel him to enter
into an agreement. But it does not follow, as petitioner argues,
that, having reached an agreement, he can refuse- to sign it, be-
cause he has never agreed to sign one. He may never have agreed
to bargain but the statute requires, him to do so. To that extent
his freedom is restricted in order to secure the legislative objective
of collective bargaining as the means of curtailing labor disputes
affecting interstate commerce. The freedom of the employer to
refuse to make an agreement relates to its terms in matters of
substance and not, once it is reached, to its expression in a signed
contract, the absence of which, as experience has shown, tends to
frustrate the end sought by the requirement for collective bar-
gaining (311 U. S. at pp. 525-526).
The respondent also alleged in this connection that the Union waived
its right to a signed contract. The record discloses, as the Trial Exam-
iner found, that in an effort to resolve certain disputed issues, a union
representative stated that he would accept an oral agreement, pro-
vided the arrangement was approved by the local membership of the
Union and by the International affiliate. However, both union groups
refused the terms on an oral basis, and the Union so advised the re-
spondent. Without passing on the question whether the right to a
signed contract may effectively be waived, we agree with the Trial
Examiner's conclusion that there was no waiver by the Union in this
case.
It is also clear, as to the respondent's second contention, that-
an employer violates the good faith requirement of the collective bar-
194 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
gaining mandate when, throughout negotiations, he persistently takes
the position that he will not enter into a signed agreement. In the
H. J. Heinz case the Supreme Court expressly announced that the em-
ployer "could hardly be thought to have bargained in good faith"
when he entered into bargaining negotiations for an agreement "with
the reservation that he would not reduce it to writing or sigh it" (311
U. S. at p. 526). The Circuit Courts of Appeals, in granting enforce-
ment to bargaining orders of the Board, also have held that a demon-
strated unwillingness to sign a collective bargaining contract is ample
basis for finding an 8 (5) violation of the Act "despite the fact that,
at the time of the refusal, no agreement had been reached." 2
ORDER
Upon the entire record in the case, and pursuant to Section 10 (c)
of the National Labor Relations Act, the National Labor Relations
Board hereby orders that the respondent, The Todd Company, Inc.,
Rochester, New York, and its officers, agents, successors, and assigns
shall:
1. Cease and desist from :
(a) Refusing to bargain collectively with Rochester Printing Press-
men and Assistants' Union, Local #38, A. F. of L., as the exclusive
representative of all its employees in the unit described in paragraph
2 (a) of this Order with respect to rates of pay, wages, hours of em-
ployment, or other conditions of employment;
(b) In any like or related manner, or by threats, interfering with,
restraining, or coercing, its employees in the exercise of the right to
self-organization, to form labor organizations, to join or assist Roches-
ter Printing Pressmen and Assistants' Union, Local #38, A. F. of L.,
or any other labor organization, to bargain collectively through repre-
sentatives of their own choosing, and to engage in concerted activities,
for the purpose of collective bargaining or other mutual aid or pro-
tection, as guaranteed in Section 7 of the Act.
2. Take the following affirmative action which the Board finds will
effectuate the policies of the Act :
(a) Upon request, bargain collectively with Rochester Printing
Pressmen and Assistants' Union, Local #38, A. F. of L., as the ex-
N L R B v Register Publishing Company, 141 F. (2d) 156, 160 (C C A . 9), en-
forcing, in part, 44 N L R B 834. 846-847 . See, also , Bethlehem Shipbuilding Corp. v.
N L R B., 114 F (2d) 930, 941 (C C A 1), enforcing 11 N L. R. B 105 145-146;
Art Metals Construction Co v N L R B, 110 F (2d) 148, 150 (C C A 2), enforcing
as modified 12 N L R B 1307, 1311-1314, N. L. R B v Highland Park Mfg Co , 110 F.
(2d) 632, 637-638 (C C. A 4), enforcing 12 N L R B. 1238, 1249-1250, Wilson & Co.
v N L R B, 115 F (2d) 759. 763-764 (C C A 8), enforcing 19 N. L R. B. 990, 1001-
1002, N L R B v Blanton Co, 121 F . ( 2c1) 564, 569-571 ( C C. A 8 ), enforcing 16
N 1, R B 951 , 965, N L R B v Montgomery Ward & Co., 133 F. (2d) 676, 683-684
(C C A 9), enforcing 37 N. L . R B. 100, 120.
THE TODD COMPANY, INC. 195
elusive representative of all mechanical employees of its Letter Press
Department in the Printing Division of its Rochester, New York,
plant, exclusive of compositors, bindery employees, maintenance em-
ployees, and supervisory, office, and clerical employees, with respect to
rates of pay, wages, hours of employment or other conditions of em-
ployment, and, if an understanding is reached, embody such under-
standing in a signed agreement;
(b) Post at its Rochester, New York, plant, copies of the notice
attached to the Intermediate Report, marked "Appendix A." 3 Copies
of said notice, to be furnished by the Regional Director for the Third
Region, shall, after being duly signed by the respondent's representa-
tive, be posted by the respondent immediately upon receipt thereof
and maintained by it for sixty (60) consecutive days thereafter in
conspicuous places, including all places where notices to employees
are customarily posted. Reasonable steps shall be taken by the re-
spondent to insure that said notices are not altered, defaced, or cov-
ered by any other material ;
(c) Notify the Regional Director for the Third Region, in writing,
within ten (10) days from the date of this Order, what steps the
respondent has taken to comply herewith.
AND IT IS FURTHER ORDERED, that the amended complaint, insofar as
it alleges that the respondent has engaged in unfair labor practices
by communicating to employees its preference for the Rochester Print-
ing Crafts Association over the Rochester Printing Pressmen and
Assistants' Union, by granting preferential treatment to members of
the Association over members of the Union, and by effectuating and
publishing the wage increases of September 10 and November 5, 1945,
be, and it hereby is, dismissed.
MR. JAMES J. REYNOLDS, JR., took no part in the consideration of the
above Decision and Order.
INTERMEDIATE REPORT
Messrs. Isadore Greenberg, Francis X. Helgesen, and Milton A. Nixon, for the
Board.
Harris, Beach, Keating, Wilcox & Dale, by Air. Charles S. Wilcox, of Rochester,
N. Y , for the respondent.
Messrs. Ebner W. Bassett, Hyman Shulman, and Louis Beikirch, of Rochester,
N. Y., for the Union. I
3 This notice, however , shall be, and it hereby is, amended by striking from the first
paragraph thereof the words:
The recommendations of a Trial Examiner"
and substituting in lieu thereof the words :
"A Decision and Order."
In the event that this order is enforced by decree of a Circuit Court of Appeals , there shall
be inserted , before the words "A Decision and Order ," the words :
"A Decree of the United States Circuit Court of Appeals enforcing."
196 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
STATEMENT OF THE CASE
Upon an amended charge duly filed by Rochester Printing Pressmen and Assist-
ants' Union, Local #38, A. F. of L., herein called the Union, the National Labor
Relations Board, herein called the Board, by its Regional Director for the Third
Region (Buffalo, New York), issued a complaint dated December 5, 1944, against
The Todd Company, Inc., Rochester, New York, herein called the respondent,
alleging that the respondent had engaged in and was engaging in unfair! labor
practices affecting commerce within the meaning of Section 8 (1) and (5) and
Section 2 (6) and (7) of the National Labor Relations Act, 49 Stat. 449, herein
called the Act. Copies of the complaint, accompanied by notice of hearing
thereon, were duly served upon the respondent and the Union.
With respect to the unfair labor practices, the complaint alleged, in substance,
that the respondent interfered with, restrained, and coerced its employees in the
exercise of rights guaranteed in Section 7 of the Act by: (1) about February 20,
1944, and at various subsequent times, refusing to bargain collectively with the
Union although the Union represented a majority of the respondent's employees
in an appropriate bargaining unit; and (2) since about January, 1944, engaging
in anti-union statements, threats, interrogation, and other anti-union conduct.
About December 14, 1944, the respondent filed its answer in which certain
allegations of the complaint were admitted, but in which the respondent denied
the commission of the alleged unfair labor practices. In addition, the answer
averred, as an affirmative defense, that the dispute between the respondent and
the Union had been referred to the National War Labor Board (herein called
the WLB) for disposition ; that that agency had assumed jurisdiction and issued
a directive order; and that an appeal taken by the respondent from the directive
order was still undetermined. This defense is more fully discussed hereinafter.
Upon due notice, a hearing was held on various dates between December 19
and 28, 1944, at Rochester, New York, before Walter Wilbur, the Trial Examiner
duly designated by the Chief Trial Examiner. The Board, the respondent, and
the Union were represented at and participated in the hearing. All parties
were afforded full opportunity to be heard, to examine and cross-examine wit-
nesses, and to introduce evidence bearing upon the issues. At the beginning
of the hearing the Trial Examiner denied it motion by the respondent to dis-
miss the complaint, or, alternatively, to continue the proceedings pending dis-
position of the matter pending before the WLB. This motion was renewed
when the Board rested, and again at the close of the hearing, and was similarly
denied. A motion to dismiss on the merits, made at the same time, was likewise
denied.
At the conclusion of the evidence, counsel for the Board moved, without
objection, to dismiss an allegation in the complaint to the effect that the respond-
ent had inquired into the union affiliation and activity of its employees ; and
likewise moved, without objection, to conform the pleadings to the proof with
respect to dates, spelling of names, and similar "clerical matters." These mo-
tions were granted. The Trial Examiner reserved ruling when the respondent
renewed its motion to dismiss on the merits. Oral argument was had on the
record, and opportunity was afforded for the filing of briefs.
On May 25, 1945, the Board, acting pursuant to Article II, Section 36 (a) of
National Labor Relations Board Rules and Regulations-Series 3, as amended,
THE TODD COMPANY, INC. 197
transferred the case to, and continued it before, the Board for the issuance of
Proposed Findings.'
On Tanuary 30, 1946, the Board issued Proposed Findings of Fact, Proposed
Conclusions of Law and Proposed Order (referred to herein as the Proposed
Findings), in which it found that the respondent had refused to bargain col-
lectively with the Union in violation of Section 8 (5) of the Act, and had
otherwise interfered with, restrained, and coerced its employees within the
meaning of Section 8 (1). The Board dismissed as unfounded an allegation
in the complaint to the effect that the respondent had engaged in unfair labor
practices by
communicating to its employees its preference for the Association over
the Union, and by granting,,preferential treatment to those of its employees
who are members of the Association," over those of its employees who are
members of the Union.
Copies of the Proposed Findings were duly served on the respondent and the
Union. Thereafter the respondent filed exceptions and a supporting brief.
Oral argument, at which the respondent and the Union were represented, and in
which they participated, was held before the Board at Washington, D. C., on
March 5, 1946. Thereafter, on March 21, 1946, the Board issued and served
upon the parties the following order reopening the record and remanding the
case for further hearing :
Proposed Findings of Fact, Proposed Conclusions of Law, and a Proposed
Order having been issued in the above-entitled matter, exceptions having
been filed thereto and oral argument held, and the Board having considered
the contention of counsel for the respondent in oral argument to the effect
that although the respondent "does not want to sign a contract" there is
no evidence that it indicated its refusal to do so, and it appearing, inter alia,
that it would be desirable to take the testimony of Walter Todd, president
of the respondent, and the Board having duly considered the entire record,
and the other contentions of counsel, and being advised in the premises,
It is hereby ordered that the record be reopened, and that a further hear-
ing be held for the following purposes: (1) to receive the evidence of Walter
Todd; and (2) to receive any further relevant, competent and material
evidence that the parties offer ; and
It is further ordered that this proceeding be referred to the Regional
Director for the Third Region for the purpose of conducting the further
hearing, and that the said Regional Director be, and he hereby is, authorized
to issue notice thereof for the purposes stated.
On March 26, 1946, the Union filed an amended charge. On March 28, 1946,
the Board, by the Regional Director, issued an amended complaint. The amended
complaint, in addition to restating the allegations of the original complaint,
'Section 36 provides, in part, as follows :
Whenever the Board deems it necessary in order to effectuate the purposes of the Act,
it may . . . order that . . . any proceeding which may have been instituted in respect
[to a filed charge]
(a) be transferred to and continued before it, for the purpose of consolidation
with any other proceeding which may have been instituted by the Board, or for
any other purpose ; . . .
2 Another labor organization representing certain employees in the respondent 's plant.
198 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
contained the following new matter, in paragraph 7A thereof; That the respond-
ent, in violation of Section 8 (1) and (5) of the Act:
On or about September 1, 1945, and December 1, 1945, . . . effectuated
*age increases for employees in the unit described ... above and pub-
lished the fact of such wage increases to employees. Effectuation and publica-
tion of said wage increases were without consultation or negotiation with
the Union and without permitting the Union to bargain with respect thereto.
Copies of the amended complaint were duly served upon the respondent and
the Union. Thereafter the respondent filed the following pleadings dated April
1, 1946, urging dismissal of the proceedings: (1) a Notice of Motion, and (2) an
Answer. The Notice of Motion stated that "the allegations of [the amended]
complaint and the issues in the matter are now before the National Labor Rela-
tions Board for final decision and proposed findings, conclusions and order have
not been affirmed, modified or dismissed." The notice further stated that the
respondent, by the issuance of the amended complaint, was being "twice charged
and tried for the same alleged offenses and is being twice placed in jeopardy
upon the same allegations of violations of law, contrary to the statutes . . . and
constitution . . of the State of New York and .. . of the United States." In
its answer, these allegations were reiterated by the respondent. In addition,
the answer denied the allegations of unfair labor practices.
Pursuant to the Board order reopening the record, and upon due notice, a
hearing was held in Rochester, New York, on April 9, 1946, before the under-
signed Charles W. Schneider, the Trial Examiner duly designated by the Chief
Trial Examiner.' The Board, the respondent, and the Union were represented at
and participated in the hearing. All parties were afforded full opportunity to
be heard, to examine and cross-examine witnesses, and to introduce evidence
bearing upon the issues. At the opening of the hearing the respondent moved
to dismiss the complaint upon the grounds stated in the Notice of Motion and
Answer, Additionally, the respondent urged: (1) that the matters alleged in
paragraph 7A had,
already been the subject of discussion in the hearing; were expressly
argued before the Board in Washington on the hearing of this case there.
and (2) objected to the reopening of the record on the ground that it could,
serve no useful purpose except to cause expense to the government and to the
respondent . . . and unsettle the relations between the respondent and this
Union.
These various motions were denied.4
I At this time Trial Examiner Wilbur was no longer on the staff of the Board, having
resigned prior to the issuance of the Proposed Findings.
The restatement, in the amended complaint, of the allegations of the original complaint
is mere surplusage Except for the additional paragraph referred to above, the amended
complaint introduced no new issue. Thus, counsel for the Board made the following state-
ment at the opening of the hearing :
Trial Examiner SCHNEIDER. As I understand it, then, your position, Mr. Helgesen,
is that the averments in the amended complaint, with the exception of Section 7A
are in substance surplusage, and that they only restate the allegations in the original
complaint?
Mr HELCESEN. That is correct. The reason I served an amended complaint, this
complete form is so that counsel for Respondent as well as the Examiner and the
Board will have in one document all of the allegations of the Board, both the allega-
tions contained in the original complaint and the new allegations.
a s a • a a e
Trial Examiner SCHNEIDER . . . . As I understand it, you are not alleging in this
THE TODD COMPANY, INC. 199
The respondent introduced no evidence at the second hearing. At the close
of the evidence, the respondent made motions to dismiss the complaint, upon
which ruling was reserved. These are disposed of by the findings and recom-
mendations made hereinafter. The parties argued the issues orally upon the
record.' The parties were also advised at the conclusion of the hearing that
briefs could be filed with the Trial Examiner No briefs have been received.'
On June 10, 1940, the Board issued an order directing the issuance of an Inter-
mediate Report by the undersigned Trial Examiner.
Upon the entire record in the case I make the following :
FINDINGS OF FACT
I. THE BUSINESS OF TILE RESPONDENT
The respondent, The Todd Company, Inc, is a New York corporation having its
principal office and plant at Rochester, New York, and operating eight branch
plants in New York and other States. The present proceedings involve only
the plant at Rochester, New York. At this plant the respondent prints safety
checks and other documents for banks and other businesses throughout the United
States, and, at the time of the original hearing, was engaged in the manufacture
of equipment for the armed forces of the United States. At this plant, during
1943, the respondent used raw materials valued in excess of 2 million dollars,
of which more than 60 percent was shipped to that plant from sources outside
the State of New York. During the same period, finished products were manu-
factured at the Rochester plant valued in excess of 9 million dollars. Over 50
percent of these finished products was shipped by the respondent to points outside
the State of New York. The respondent admits, for the purposes of this pro-
ceeding, that it is engaged in commerce within the meaning of the Act.
new complaint, excepting for the moment Section 7A, any incidents which have
occurred since the date of the last hearing?
Mr HELGFSEY That is correct.
Whether , or to what extent , the common law concept of double jeopardy is applicable
to administrative proceedings of the character here involved, it is unnecessary to decide.
It seems clear that, in any event , the doctrine is inapplicable until there has been a final
determination of the issue . Since they do not represent a final adjudication or judgment
by the Board , the Proposed Findings in the instant case do not constitute such a
determination
The facts alleged in paragraph 7A of the amended complaint had not been previously
litigated In fact they occurred subsequent to the original hearing During oral argu-
ment before the Board upon the Proposed Findings , the union representative called the
alleged facts to the Board ' s attention , but was informed that they could not be passed upon
by the Boaid. The second objection is therefore also without merit
i During the course of oral argument at the reopened hearing, counsel for the respondent,
adverting to the fact that no Intermediate Report had been issued by the previous Trial
Examiner, stated that the respondent had thereby "been deprived by that action of the
judgment of the man who heard the witnesses , saw them on the stand ." requested an
explanation from the Board as to why no Intermediate Report was issued , and further
stated that if Trial Examiner Wilbur "communicated with the Board in any fashion between
December, 1944, and the time the case was [transferred to the Board] we are entitled to
have that made a part of the record "
As is more fully indicated hereinafter, there appears to be no dispute over the relevant
facts Although the parties were expressly invited at the reopened hearing to recall any
prior witnesses to testify with respect to any issues iaised at the prior hearing, or to
contest any prior testimony deemed erroneous no advantage was taken of this opportunity.
Parties are not entitled to have an Intermediate Report issued by a Trial Examiner as a
matter of right. The Board may dispense with the issuance of a report where such action
is necessary How any communication to the Board would be material or relevant on the
present issues is not apparent . Cf. N L . R. B v Botany Worsted Mills , 106 F . ( 2d) 263
(C. C. A. 3) ; Inland Steel Co. v N L. R B., 105 F (2d) 246 (C C A. 7)
6 Under date of April 15 , the Trial Examiner was advised by counsel for the respondent
that he would not file a brief.
200 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
II. THE ORGANIZATION INVOLVED
Rochester Printing Pressmen and Assistants' Union, Local #38, is a labor
organization, affiliated with the American Federation of Labor, admitting to
membership employees of the respondent.
III. THE UNFAIR LABOR PRACTICES
A. The unit and majority
1. The appropriate unit
The complaint alleged that the following employees of the respondent consti-
tute an appropriate bargaining unit:
All the mechanical employees of the Letter Press Department, in the .. .
Printing Division at the respondent's . . . Rochester, New York plant ; ex-
clusive of compositors, bindery employees, maintenance employees, super-
visory, office and clerical employees.
The appropriateness of this bargaining unit is not disputed.
On February 14, 1944, a collective bargaining election was conducted by the
Board's Regional Director for the Third Region, among the employees in the
above unit. This election was held pursuant to an Agreement for Consent Elec-
tion made on February 1, 1944, between the Union, the respondent, and the
Rochester Printing Crafts Association, another labor organization having repre-
sentation among the respondent's employees. The Union received a majority of
the votes cast in the election, and on February 19, 1944, the Regional Director, in
accordance with the terms of the Agreement, issued his Determination of Repre-
sentatives, finding the Union to be the bargaining representative of the employees
in the unit described above.
It is found that all the mechanical employees of the respondent's Letter Press
Department in the Printing Division of its Rochester, New York, plant, exclusive
of compositors, bindery employees, maintenance employees, and supervisory, office
and clerical employees, at all times material herein constituted, and now con-
stitute, a unit appropriate for the purposes of collective bargaining, and that
such unit insures to employees of the respondent therein the full benefit of their
right to self-organization and to collective bargaining and otherwise effectuates
the policies of the Act.
2. The Union's majority
As has been indicated above, the Union received a majority of the votes cast
in the election held on February 14, 1944, and, on February 19, 1944, the Regional
Director issued his Determination of Representatives in which he found the
Union to be the designated representative of the employees in the unit for the
purposes of collective bargaining. The Union's representative status is not
disputed.
It is therefore found that on and at all times since February 14, 1944, the
Union has been, and now is, the exclusive representative of all the employees
in the appropriate unit for the purposes of collective bargaining with respect
to rates of pay, wages, hours of employment, and other conditions of employment.
B. The refusal to bargain collectively
1. Summary of the issue
The principal issues raised by the pleadings and the contentions of the parties,
are, in sum, (1) whether the respondent, during the course of negotiations with
THE TODD . COMPANY, INC. 201
the Union, declined to reduce to writing and sign any agreement upon which
accord might be reached, and if so, whether by that and other conduct, the
respondent refused to bargain collectively in good faith; and (2) whether the
respondent refused to reduce to writing and sign the terms of an agreement
upon which the parties had reached accord. The affirmative contentions of
the Board and the Union on these issues are denied by the respondent. The
various contentions are more fully discussed hereinafter.
The first collective bargaining conference between the Union and the respond-
ent was held on March 15, 1944. Other conferences were held from that date
to December, 1944, at which time negotiations ceased. The respondent was
represented at these conferences by Karl Price, superintendent of all its nine
printing plants. On two or three occasions Price was aided by Charles S. Wilcox,
counsel for the respondent. The Union was represented by a committee, the
principal members of which were Elmer W. Bassett, an international repre-
sentative of the Union, Louis Beikirch, then president of the Union local, and
Hyman Shulman, an employee of the respondent.'
There appears to be little dispute over the facts. Except where otherwise
indicated, the findings made herein are based upon uncontradicted testimony
given by the following persons : Bassett, Beikirch, Shulman, Superintendent
Price, Richard F. McAllister, manager of the respondent's Time Standards
Department; George Todd, then vice president and now president of the respond-
ent ; Walter Todd, then president and now chairman of the respondent's Board
of Directors ; and Lawrence Callaghan, the respondent's comptroller and treas-
urer 8 Callaghan and Walter Todd testified only at the reopened hearing. Bas-
sett and Shulman testified at both the original and the reopened hearing. The
remainder of the witnesses testified only at the original hearing. Opportunity
was afforded all parties at the reopened hearing, however, to recall all witnesses,
to introduce new matter, or to present testimony or evidence in contradiction,
support or amplification, of testimony or evidence given at the original hearing .9
° Since these events, Shulman has succeeded Beikirch as president of the local.
e Walter Todd became Chairman of the Board of Directors, and was succeeded as presi-
dent by George Todd, on March 20, 1946.
At the opening of the hearing the following statement was made:
Trial Examiner SCHNEIDER . . . I invite the Board, the respondent and the Union
to proffer any evidence or testimony, even to the extent of recalling former witnesses,
which will be helpful in determining the issues raised by the original complaint Such
action will be within the scope of the Board order There will, however, be some
limitation in order that there will be no duplication of testimony. We don't want to
relitigate the entire case. But I want it understood that by the terms of the Board's
order the entire case has been reopened, and any evidence which is material, competent
or relevant on the issues of the original complaint, I will consider receiving.
s r r ► r n s
I don't wish to suggest to anyone how to try his lawsuit. It is not my function and
I have no right to do it. But it often occurs during the course of a hearing that your
most ingenious ideas occur after the record is closed, and I merely throw out the
suggestion that if, after a reading of the [Board's] proposed findings of fact, any of
the parties come to the conclusion that the Board has taken a view of a fact or some
evidence that may not be correct, and that can be cleared up by further testimony
or other evidence, it will be well to proffer the matter here, even to the extent of
recalling previous witnesses whose testimony on the subject may have been overlooked,
or whose knowledge of a particular fact or a particular subject might not have been
explored in the previous hearing.
At the close of the hearing the following statement was made :
The reason I raise the question of credibility is this : That the Board has referred in
the proposed findings to various testimony as being uncontradicted. Now, if any
question is raised as to the credibility of that testimony, I am having a hearing at
this time and I suggest that such of that testimony as is disputed, be disputed now
202 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
2. Occurrences during the course of the bargaining negotiations
Pursuant to a request by Beikirch for the opening of negotiations, the first
collective bargaining conference was held on March 18, 1944. At this meeting
Beikirch presented to Karl Price, Superintendent of the respondent's Print-
ing Divisions for all nine of its plants (who represented the respondent), the
contract proposed by the Union, with the statement that the Union wished to have
it signed by the respondent. Price replied that Beikirch knew that the respond-
ent's policy was not to sign agreements with labor organizations.
The conferees then discussed various provisions in the Union's contract. Near
the end of the conference the subject of signing an agreement was again broached,
Beikirch insisting that it would not otherwise be legally binding. Price responded
to the effect that the respondent had "spent $100,000 in 1937 to break the
Lithographers strike" and that it was "willing to do it again." 10
It is admitted that at this meeting and at other and subsequent meetings
Price stated that the respondent would not sign a contract. Thus Price testified
as follows :
I believe from the start I have at all times told him [Bassett] that the Todd
Company had never signed a contract with a labor organization and in my
opinion the Todd Company will not sign a contract.
The respondent's Executive committee is composed of Walter Todd (then
president and now chairman of the Board of Directors) ; George Todd (then
vice president and treasurer and now president) ; C E Bradford, secretary and
L S. Callaghan, comptroller. This committee has authority to establish company
policy 11
while we are in the course of a hearing This is an opportunity to do so, and I sug-
gest that advantage be taken of that opportunity.
s • s • • m
I want to make sure that I get my point across, that as long as we are holding
a hearing, if there is any issue raised as to the credibility of any of the testimony
that has been developed in prior hearings, here is an opportunity to dispute that
testimony f don't want anyone to go away feeling that he has not had an oppor-
tunity to protect his position fully
Callaghan, Bassett, and Shulman testified at the reopened hearing with respect to the new
allegations raised by the Amended Complaint Walter Todd testified as a witness for the
Trial Examiner. No other witnesses were called or eiidence offered by the parties at the
reopened hearing
At the conclusion of the original hearing the former Thal Examiner remarked
. . my own reaction, as I sat here and heard the witnesses, has been that I was
listening to some pretty straight testimony, . . . to people who, throughout this test!-
many, had been trying to give me the truth as they recalled it. . . . It has left the
record very happily uncomplicate[d] [by] problems of credibility.
All the witnesses at the reopened hearing impressed me as being credible and en-
deavoring to relate the facts in a truthful manner.
"The undersigned infers that Price meant by this statement that the respondent would
spend that sum of money to break the Union rather than sign a contract with it.
The above findings are based upon Beikirch's testimony Although he testified about
other occurrences at this meeting, Price did not deny having made the statements attiibuted
to him by Beikirch
u This finding is based on the testimony of Walter Todd, who testified as follows :
2 The executive committee then, had the authority to establish company policy?
A In general, I think that is true. Certain matters of course the executive coni-
THE TODD COMPANY, INC. 203
Sometime after the above conference of March 18, Price reported the Union's
demands to the respondent's executive committee, particularly reporting that the
Union desired the execution of a signed contract. Walter Todd, as president, took
the position that he would sign such a contract only under "coercion," and, in -
effect, instructed Price that the respondent desired an oral agreement12
At the second and later conferences with the Union, Price told the union com-
mittee, according to the uncontradicted and credible testimony of Bassett and
Beikirch, that the respondent would never agree to sign a contract with any union;
that it was contrary to the respondent's principles to do so ; and further said that
a signed contract was unnecessary for the reason that the respondent's word
was good.13 At the second of these conferences, Price was assisted by Charles
Wilcox, counsel for the respondent. Price testified that "many times during
negotiations I said `The Todd Company never has [signed a contract] and in my
opinion never will. That, however, was voicing my opinion.'" He did not deny
any of the above testimony of Bassett and Beikirch.
By the month of June a number of terms in the Union's proposed agreement
had been agreed upon by Price. Several issues, however, including that of signing
mittee did not take on itself, but referred to the board of directors, which was the
final determining body on policies.
Q. Now, with respect to the question of execution of a collective bargaining con-
tract, would the execution of such a contract involve a matter of company policy?
A It certainly would
Q And what person or body would ultimately pass upon the question of whether
or not such an agreement should be entered into;
A. It would be the executive committee, primarily. If they were not inclined to
assume the full responsibility, it might be presented at a regular or special meeting of
the board [of diiectors].
u Thus, Walter Todd testified :
I don't know that we [the executive committee] gave him [Price] any specific
instructions [as to the answer Price should give to the Union's demand for a signed
agreement] It was made perfectly clear to him that as far as I was personally con-
cerned, I would only sign a contract under coercion, and if it was done in that way
it would have a disastrous effect on our organization. I think the inference was that
we wanted to try to work out with Mr Bassett the kind of agreement we had had with
other groups over a period of years, not inNolving a signed contract
That wasn't put in so many words as instructions, but it was a natural inference
that I think Mr. Price or anyone else would draw from the discussions
At the original hearing Price testified that he (lid not report the Union's demand for a
signed contract to the Executive Committee or to any of his superiors. It is found that
Price was mistaken in his recollection
13 Bassett testified as follows respecting the second conference
Mr. Price stated then that the Todd Company would never agree . . . to signing a
contract with any union.
s e s e • • a
[He said] that it was against the principles of the Todd Company . . .
a s w r m r a
[Price stated that] at every conference that has been held ; they would never sign
a contract.
Beikirch's testimony was as follows :
.. . Mr. Price always said that the Company wouldn't sign a contract.
s o s • * a a
He said that it was against the principle of The Todd Company. It questioned
their integrity ; that when they would make a contract of this kind it wasn't necessary
to be signed because their word was always good.
204 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
the contract, remained in dispute. As to these, the parties appeared unable
to reach agreement or to compromise their differences. Early in June the Union
invoked conciliation. At a meeting with a Federal conciliator on June 23, Bassett
offered to withdraw a union demand for closed shop and to substitute maintenance
of membership, provided that the contract be written and signed. Price there-
upon consulted Wilcox and reported back to the conference that Wilcox had said
that, in his opinion, Walter Todd would not agree to such provisions Price
then told the union representatives, in substance, that agreement on individual
terms was conditioned upon the ultimate agreement being oral in nature.14
The dispute was'thereafter certified to the National War Labor Board. A hear-
ing was held before a hearing officer of that Board on August 30, 1944. The issues
between the parties were there stated as follows: union security, guaranteed
minimum wage, check-off, and signed contract.
On the following day, August 31, union representatives met with Price and
Wilcox in the latter's office in a further effort to resolve the dispute. At this
meeting, Bassett offered to accept an unsigned agreement including check-off,
maintenance of membership, and minimum wage, if the respondent would give
the Union a letter stating that it would live up to the agreement for 1 year. This
proposal was rejected by Wilcox for the stated reason that "signing of the letter
was just as legal and binding as the signing of a contract." The respondent's
representatives suggested an unsigned memorandum of agreement, the memo-
randum to be retained by Wilcox. This proposal the Union rejected 15
On October 23, 1944, the Regional W L B. issued a Directive Order in which
it awarded maintenance of membership and check-off ; directed the parties to ne-
gotiate further on the minimum wage issue, with provision for arbitration in
the event of disagreement on this subject; and ordered a signed agreement
This directive was appealed by the respondent about November 4, 1944
Sometime after the issuance of the directive of the Regional WLB, Superin-
tendent Price had several conversations in the plant' with employee Shulman
On one occasion, Price told Shulman that if the Union, did not agree to the re-
spondent's proposals Walter Todd could close the department or transfer the
work to other plants. On another occasion, he informed Shulman that Walter
Todd would not sign any contract; that the WLB proceedings would go "on and
on" and that the respondent would "appeal it and appeal it " On a further oc-
casion Price told Shulman that the respondent's "priorities" would probably
14 These findings are based upon Bassett's and Beikirch's uncontradicted testimony.
Bassett testified as follows :
. . Mr. Price then said failure to agree on what he had offered on a verbal contract
meant we had agreed on nothing
a # •
*
o s
A. Mr. Price said "failure to accept a verbal agreement" meant we did not agree
on anything.
Q In other words, all matters you had previously agreed on-
A. Were out the window by that statement
Beikirch testified substantially to the same effect
At the reopened hearing Walter Todd testified the Price had not been authorized to
make such a statement. It is undisputed, however, that the statement was made.
15 The above findings are based on the testimony of Bassett and Price. The latter testi-
fied as to this occurrence • "I believe I remember something like that."
THE TODD COMPANY, INC. 205
be terminated if it failed to follow the WLB directive, but that Walter "Todd
don't care, it is his principle not to sign a contract." 10
No further meetings were held between the Union and the respondent until
November 30. On the latter date, pursuant to a request from the Union, Bassett,
Beikirch and Shulman " met again with Superintendent Price. Bassett indicated
that if they could arrive at an agreement on terms he would be willing to
recommend to the International Union and the local acceptance of an oral con-
tract. Price responded that they could reach agreement on the basis of an oral
arrangement. The various provisions of the contract were discussed seriatim
and agreement reached on all of them, including the wage and check-off pro-
visions. Price indicated his approval by writing an "ok" after each clause of the
draft agreement. The draft, however, made no provision for maintenance of
membership. Bassett suggested that the International Union would be more
likely to approve a verbal arrangement if such a clause were added. Upon this
suggestion, Price got in touch with Vice-President and Treasurer George Todd,
and told him that the Union was negotiating on the basis of a "gentleman's
agreement," and that Bassett had suggested that approval by the International
would be more easily secured if the maintenance of membership clause were
included. George Todd replied that the matter should be discussed with Wilcox.
The conference then broke up upon Price's suggestion that he contact Wilcox.
Wilcox was out of the city at that time, however. Before he could be consulted,
several days elapsed In the interim, both the Union local and the International
refused to accept the agreement unless it was signed. On December 15, 1944,
Bassett, by letter, requested that the respondent sign the draft contract upon
which Price and the union representatives had reached agreement, and to which
had been added a maintenance of membership requirement. The respondent
did not reply to this letter."
At around the same time, Bassett telephoned Walter Todd and asked him
whether he would sign the contract, "as agreed upon " Todd replied that there
was no agreement to his knowledge. Todd then made further statements to
Bassett in that conversation, indicating that the request for a signed contract
was a reflection upon the respondent's integrity, and suggesting that if the Union
would accept an oral arrangement, agreement could be reached 80
10 These findings are based on Shulman ' s undenied testimony . Price, in fact , admitted
having told Shulman that, in his opinion, Walter Todd would never sign a contract with
a labor organization.
i7 l3eikiich was present during the first part of the conference, but had to leave.
Shulman then came in
ii The abo ;a findings are based on the testimony of Bassett , Beikirch , Shulman , Price,
and George Todd They are not in dispute There is some dispute, which it is unnecessary
to resolve, as to other matters These are (1) whether Price stated that the entire agree-
ment should he submitted to Wilcox to determine whether it expressed the intent of the
conferees , and (2 ) whether Price thereafter told Bassett that he thought that the inclusion
of the maintenance of membership clause could be arranged
11 Both Bassett and Walter Todd testified with respect to this conversation . Bassett's
testimony was as follows :
I talked to Mr. Walter Todd on the phone and asked him if he would sign the
contract as agreed upon between Mr Price and myself and others . He informed me
that there was no agreement to his knowledge. I then asked him "I take it that
you will not sign the contract", and he said I was questioning the integrity of the
Couipany and I knew very well the position of the Todd Company, and this could be
settled in five minutes, . . .
Walter Todd testified as follows :
Q Do you recall that you mentioned to Mr Bassett that the position taken by the
Union-on the signed contract was a reflection on the integrity of the company or
yourself 9
A. I don't'recall the conversation clearly. I think when Mr. Bassett called he
206 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
3. Conclusions as to refusal to bargain
The Board contends that the respondent refused to sign a contract after agree-
meat had been reached on its terms ; and, further that the i espondent negotiated
with a fixed intent not to sign a contract with the Union, and in any event had
not bargained in good faith.
The respondent denies these allegations. It contends: (a) that since the WLB
had assumed jurisdiction of the dispute prior to this Board, the proceedings
should be dismissed; (b) that no final agreement was ever arrived at; (c) that
because there was no final agreement with respect to the substantive terms, and
hence no refusal to sign such an agreement, the issue as to refusal is "pre-
mature"; (d) that it negotiated in good faith with the Union over the question
whether the contract should be signed, and that it thereby fulfilled its duty ; and
(e) that the Union had waived the signing of an agreement.
These contentions will be discussed sertatunt.
(a) That the WLB had assumed jurisdiction
This contention is based upon the fact that, at the time of the original hearing,
an appeal from the Directive Order of the Regional War Labor Board was pending
before the National Board A motion to dismiss upon that ground, made at the
earlier hearing, was denied by the Trial Examiner. In its Directive Order, the
informed me that he had a contract drawn up for signature which he said had been
approved by his international organization, by the local craft, and by our own em-
ployees, and added further that it had been agreed upon between him and Mr. Price.
I took exception to that, because as I told hint, I had no intounation or knowledge
that any agreement had been reached.
Mr Bassett, then, I think said that lie regretted that there should be any misunder-
standing about it
I said, "I don't think there has been any misunderstanding," because we have
assumed properly, I think, that in the clays preceding that telephone call we were to
develop all agreement as best we could, and that that was to be a friendly so-called
gentlemen's agreement covered, perhaps, by a memorandum or something of that sort,
and not by a signed agreement , and I think I indicated to Mr Bassett that if he
coined out that intention, that the matter would be facilitated And I indicated that
we were disturbed by the fact that this was represented as an agreement to which we
had already subscribed. I never saw it and I had understood from our meetings from
Mr Price and Mr. Wilcox and others that we found it difficult to reach an agreement
because of certain things that were insisted upon on which we could not agree That
was a very small conversation, and that's all I remember about it
Q I am speaking from recollection now, Mr Todd My recollection of the testimony
of Mr. Bassett in the original hearing was to the effect that you stated that if lie
could see his way clear to enter into this friendly gentlemen's agreement, in other
words, an oral agreement, that this natter of an agreement could be cleared up in
approximately five minutes Assuming that my recollection is correct with respect to
Mr Bassett's testimony, do you recall such a statement by yourself either in words or
in substance's
A No, I don't. I think that what I said was that we would be able to settle any
differences of our own employees in five minutes The reason for that was that our
own employees had made no demands , they had expressed no dissatisfaction , they had
not asked for anything, to my knowledge, and I do not think it was in the minds of
the employees that a written contract would present any conceivable advantages to
them.
We had no reason to feel that they doubted our word or that they questioned any
oral agreement that we went into with them. [Italics supplied ]
Wholly apart from the fact that Bassett's testimony was given several weeks after the
incident, whereas Walter Todd testified more than a year later and did not recall the con-
versation clearly, and even after making due allowance for possible characterization in
Bassett's testimony resulting from the fact that he was paraphrasing Todd's statements,
there appears to be little conflict between them as to the substance of the conversation.
It seems clear that Walter Todd indicated to Bassett that if the Union would accept an
oral arrangement, their differences could be resolved
THE TODD COMPANY, INC. 207
Regional War Labor Board ordered that its adjudication be incorporated in a
signed agreement Since that time the WLB has passed out of existence. If
any barrier existed to assumption of jurisdiction by this Board, it has now ceased
to exist In any event, the Act provides that this Board's authority to prevent
unfair labor practices shall be exclusive and is not to be aftected by any other
means of adjustment otherwise established by agreement, law or code. To this
effect see Al L R B v Walt Disney Produeteons 10 it is also to be noted that in
its appeal from the Directive G'ider, the respondent urged before the WLB that
that agency had no authority to order the respondent to sign a contract, for the
reason that, "if jurisdiction to do so exists in any Board . . . it is the National
Labor Relations Board." This assertion casts doubt upon the good faith of the
respondent's present contentions In any event, the instant contention is
unsupported.
(b) That no final agreement was arrived at
The Boaid and the Union assert that at the November 30, 1944, conference, the
final negotiating session, the parties arrived at an accord on all the substantive
terms of agreement, and that by failing to reply to Bassett's letter of December 15,
the respondent refused to bargain within the meaning of the Heinz case.21
It will be remembered, however, that at that conference Price, in accordance
with instructions from George Todd, told Bassett that he would have to consult
with Wilcox with respect to the inclusion of the maintenance of membership
clause No one acting for the respondent thereafter expressed himself as def-
initely approving such a clause It is the; efore evident that there was no
definitive meeting of the mods on all the disputed substantive issues, and that
any arrangement for the inclusion of the ni:unfcnance of membership clause
is as, at best, a tentative one J2 It is therefore tound that the Board's contention
on this issue is not supported by the evidence and that the respondent's contention
has merit.
(c) That the issue as to a signed contract is "premature"
Until there has been final agreement on the terms of a contract, the respondent
contends, there can be no iefusal to bargain over the question of signing such an
agreement; and the question is therefore "premature " If this argument is
correct, then up to the point where the parties have reached an accord on all
the substantive provisions of an agreement, the carrying on of negotiations with
a fixed determination to avoid signing it constitutes bargaining in good faith
Such a concept misconceives the process of collective bargaining. The statute
requires that an employer negotiate with the accredited representative of his
employees in a bona tide attempt to reach agreement. The carrying on of
negotiations with a closed mind on any issue is not the type of collective ban gain-
ing calculated to result in agreement and to achieve the state of industrial
stability which the Act envisions. The importance of the signed agreement as
facilitating that purpose was noted by the United States Supreme Court in the
H. J Heinz case 23 There the court said:
The freedom of the employer to refuse to make an agreement relates to its
20146 F (2d) 44 (C C. A. 9).
231[ J. Heinz Co v. N. L. B. B., 311 U S 514 aff'g 110 F. (2d) 843 (C C A 6), enf'g
10 N L. It. B 963
22 As has been indicated , there is testimony, denied by Price, that he told Bassett to
include the clause ; that he thought that it could be "arranged " It is unnecessary to
decide which version is correct , since , in any event, Price's agreement was obviously pro-
visional and tentative.
2J Footuotr. 21 salm i
71 7 7 34-47-vo l 71-15
208 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
terms in matters of substance and not, once it is reached, to its expression
in a signed contract, the absence of which, as experience has shown, tends
to frustrate the end sought by the requirement for collective bargaining,
A business man who entered into negotiations with another for an agree-
ment having numerous provisions, with the reservation that he would not
reduce it to writing or sign it, could hardly be thought to have bargained
in good faith 24
It is found, therefore, that the question is not "premature " Whether the re-
whether a contract shall be signed is a negotiable issue; and (2) that the respond-
hereinafter.
(d) That the respondent negotiated in good faith with the Union over the
question whether the contract should be signed
With respect to this issue the respondent contends (1) that the question of
whether a Conti act shall be signed is a negotiable issue ; and (2) that the respond-
ent bargained throughout in good faith
As to the first of these issues, the respondent's position is that an employer
cannot be foreclosed from bargaining with a union over the question whether
an agreement shall be signed If this contention is sound, the refusal to sign
en agreement constitutes a refusal to bargain only where it can be demonstrated
that the employer is actuated by specific bad faith The requirement of signing
would, therefore, like the substantive provisions of the collective bargain, be a
matter for mutual discussion, as to which the law does not compel agreement.
This contention appears to be refuted by the Heinz case. There the Supreme
Court said:
It is true that the National Labor Relations Act, while requiring the employer
to bargain collectively, does not compel him to enter into an agi cement But
it does not follow, as petitioner argues, that having reached in agreement, he
can refuse to sign it, because he has never agreed to sign one Ile may never
have agreed to bargain but the statute requires him to do so To that ex-
tent his freedom is restricted in order to secure the legislative objective of
collective bargaining as the means of curtailing labor disputes affecting inter-
state commerce. The freedom of the employer to refuse to make an agree-
ment relates to its terms sib mattes of substance and not, once it is reached,
to its expression in a signed contract. . . (Italics added.)
It appears evident from this language that the question of signing a contract is a
requirement imposed irrespective of agreement It is therefore not a bargainable
issue, any more than is the question as to whether the statutory representative is
entitled to exclusive recognition, or, as the Supreme Court said in the Heinz case,
whether the employer should bargain with that representative In the case of
McQuay-Nori is Mfg Co v. N. L R B ,-5 the employer sought to bargain on the
question whether the bargaining representative should be accorded exclusive
written recognition in the contract. In holding this conduct to be a violation of
Section S (5) the Court there said:
. . . the recognition required by 9 (a) is not a bargaining matter as peti-
tioner sought to make it. When it was disclosed . . . that Local 226 repre-
sented a majority of the employees in the appropriate unit . . . the obliga-
tion was then fixed upon [the employer] to recognize the Local as the sole and
exclusive bargaining agent . . In place of complying with this statutory
requirement, [the employer] made it the subject of,a long and extended bar-
21 See also N L R B v Montgomery Ward cC Co , 133 F. (2d) 676 (C. C A. 9)
26 116 F (2d) 748 (C C. A. 7), cert. den. 313 U. S. 565.
TI-IE TODD COMPANY, INC. 209
gaining process . In out view of the situation, there could be no genuine
bargaining as contemplated by the Statute until complete recognition had
been granted as the law requires
Whether the declaration of intent not to sign a contract is made prior to or
subsequent to agreement on the substantive terms is of no materiality. The
vice of the conduct lies in the refusal, upon demand, to incorporate any agree-
ment into a signed memorial 26 The employer's freedom to refuse to agree is
preserved in his liberty to decline, in good faith, to make an agreement on sub-
stantive terms and conditions of the collective bargain It does not extend to
refusing to do what the law requires irrespective of agreement The reasons of
policy underlying the requirement for a signed memorial of agreement were
stated by the Supreme Court in the Heinz case, and have also been set out by the
Board 27 Based. as it thus is, upon considerations of public policy, effectuation of
the requirement should not be subject to nullification by private controversy
These considerations have further impelled the Board to hold that, unless a col-
lective bargaining, agreement is reduced to writing and signed, it does not cou-
stitute a bar to a new determination of bargaining representatives, whereas a
written and signed agreement under the sauce circumstances might do so 28 In
the instant case, the acceptance of an oral agreement by the Union might have
subjected it to attack by rival organizations before it had had reasonable oppor-
tunity to perform its function as a bargaining representative, thus precipitating
the very nistabilty which the Act seeks to avoid.
That the respondent bargained in good faith
The respondent asserts that it bargained in good faith with the Union, avitli
an open nand, and with a sincere attempt to reach agreement. This contention
is based, of course, on the assumption that the question of signing a contract is
a bargainable subject As has been found, it is not such an issue Even if the
respondent's assumption is made, however, the facts disclose that the respondent
did not bargain in good faith on the issue While the fact that, except on two
of the issues, namely, the signed contract and union security, the respondent and
the Union ultimately reached agreement, is evidence supporting the respondent's
position, other evidence discloses that the respondent did not, in fact, negotiate
in good faith ; but, instead, that it entered into negotiations with a fixed deter-
mination to a'ioid signing a contract with the Union, and maintained that
determination throughout
Thus, at the opening conference on March 18, Superintendent Price informed
the Union that the respondent's policy was never to sign an agreement with any
labor organization, and that it would not do so This position was constantly
reiterated throughout the negotiations At the June 23 conference, for example,
Price told the Union, in substance that the agreement would have to be oral
On August 31. when Bassett suggested that the Union would accept a letter from
the respondent stating that it would adhere to the terms of an oral agreement,
the respondent's representatives declined, on the ground that the letter would
be as binding as a signed contract This position is curiously at variance with
the respondent's assertions that the iespondent's word was good If it regarded
itself as bound by an oral arrangement the objection that a letter would be
"binding" hardly appears apposite That the respondent was determined to
26 See, for example. N L. R B v Barrett Company, 135 F (2d) 959 (C C A 7) ;
N L R B. v Blanton Company, 121 F (2d) 564 (C C A 8) , N L R B v Mont-
gomeia Ward cE Co , 133 F (2d) 676 (C C A 9) (and cases there cited)
21 See, for example, the Board's decision in the case of Inland Steel Company, 9 N L R E
783, 797 et sec) ; and see Eicor, Inc, 46 N L R B 1035.
28 Moor, Inc , anpra.
210 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
avoid signing an agreement is further evident from its threats of reprisals if
the Union did not recede from its position Thus, at the March 18 conference,
Price, in effect, warned the Union that the respondent would endeavor to break
the Union in order to avoid signing a contract with it After the WLB hearing
Price told Shulman, in effect, that if the Union continued to insist upon signing,
Todd could shut down the department, or transfer the work to other plants; and
threatened to appeal the WLB proceedings interminably, even though the re-
spondent's "priorities" might be withdrawn as a consequence. The withdrawal
of "priorities' would, of course, have had a deleterious elfect on employment, a
fact of which both Price and Shulman must have been aware.
Of further significance in evaluating the respondent's fixity of purpose is the
apparent alacrity with which it modified its opposition to hitherto disputed
terms as soon as the Union indicated a willingness to consider receding from its
demand for a signed document. Thus, at the November 30 conference, when
the parties were negotiating on the basis of an oral arrangement, Price readily
agreed to all but one of the terns the respondent had theretofore steadfastly
opposed ; and indicated no opposition to that one, subject to discussion with
Wilcox.
If the foregoing conduct of its representatives represented the position and
policy of the respondent, it is evident that the respondent negotiated with a fixed
determination to avoid agreeing to a signed contract. The respondent asserts,
however, that any declaration by its representatives purporting to state the
respondent's position with respect to signing a contract was without authority.
The reason ascribed is that this decision involved a matter of company policy
which had never been decided. The following facts, however, disclose that the
respondent's repiesentatives (1) had apparent authority to state the respond-
ent's policy; and (2) did in fact state that policy.
Superintendent Price was the respondent's representative in the negotiations,
assisted several times by Attorney Wilcox Price was fully empowered to
negotiate with the Union, subject to acceptance of his recommendations by his
superiors." As has been indicate(], Price continuously purported to state the
respondent's policy as being opposed to signing agreements. These declarations
have been set out heretofore Wilcox's statements at the August 31 meeting
indicate a similar refusal to consider any signed document. Irrespective of
whether they in fact had such authority, these two persons, one of whom
exercised authority in a division embracing nine plants and was sent to the
negotiations as the iespondent's authorized representative, and the other of
whom was the respondent's counsel, were at least clothed with apparent author-
ity to state the respondent's position and policy
The respondent contends, howeN er, that Price did not have actual authority
to state the respondent's position and policy with respect to the signing of a
contract In view of the apparent authority, this deficiency is probably imma-
za At the original hearing, Puce testified, in effect, that he was without authority to bind
the respondent to anything that his instructions were merely "to hear the story and report
on it as to what the Union wanted [and] to present to nianagenient any requests
of labor" If this were the extent of Prices authority, it would be further evidence of
bad faith A bargaining representative must at least have authority to negotiate See
N L R B v Reininoton Rand, Inc, 94 F (2d) 802 (C C A 2) Walter Todd, however,
testified that Price had authority to negotiate an agreement which lie deemed satisfactory
and to recommend its acceptance, and that, as the responsible head of his department,
Price's recommendation would be given weight It is therefore found that Price had the
requisite authority.
THE TODD COMPANY, INC. 211
terial But whether that is so or not, it is clear that Price 's statements did in
fact state the respondent 's policy This is evident from the following facts:
The respondent concedes that it prefers not to sign contracts with labor organi-
zations Some of the reasons stated by the respondent during the WLB pro-
ceedrngs and in the original and the reopened hearing in the instant case are as
follows : that its policy is opposed to such action; that it has oral arrangements
with many unions, and written agreements with all of them would be productive
of administrative difficulties , that the respondent has never before made written
contracts with unions ; that it would be inconvenient , that, in substance , unions
are not responsible ; that the respondent ' s word is good, and that it disliked
"the idea of being told that we have got to put it in writing " Nevertheless,
according to the respondent , these statements represent manifestations of pref-
erence and not assertions as to what the respondent would or would not do.
This attitude of the respondent, however , constituted more than an expression
of preference The record establishes that it in fact constituted the respond-
ent's fixed policy.
Thus , at the prior hearing , George Todd , who was a member of the respond-
ent's executive committee , and admittedly qualified to state the respondent's
policy,30 testified that the respondent was opposed to signing a contract. His
testimony was as follows :
Q I am asking you what the attitude of the company is now with respect
to entering into a signed written agreement with the Union You say the
Company is opposed to it? -
A. Correct
And again:
I think I have stated fairly thoroughly [Walter Todd's] attitude, which is
the Company's attitude with reference to signed contracts in general.
As the respondent's president, any contract signed on its behalf required
Walter Todd's signature. The evidence discloses that Walter Todd was unalter-
ably opposed to signing a contract. This is evident from the testimony of
Price, George Todd, and Walter Todd. Thus, Price testified that :
At one conference . I said "You understand I am not saying that the
Todd Company will never sign a contract, but I believe if a contract is signed
by the Todd Company, it will be by some one other than Mr. Walter Todd
11 I had in mind [that] Mr Todd at some time might retire from the
business . . .
George Todd testified as follows with respect to Walter's attitude :
I do not believe that Walter will sign this contract, not this contract
but any contract, in this matter representing the Todd Company . . . I
believe that Walter Todd will stop work if he feels the relationship he has
had in the past is taken away from him . . .
And again:
Q I take it then from what you say that Mr Walter Todd feels quit@
strongly on the question of the implications winch he feels anise from the
30 Walter Todd testified as follows on this point :
Q As [a member of the executive Comm itteel I would suppoae-and correct nie if
I am wrong that George Todd would be in a position to interpret the Company policy,
would he not 0
A Yes, I think he was very familiar with Company policy. He was executive vice-
president of the company and had been associated with it for 17 years in various
capacities, and I think lie was very well informed on the policy
212 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
insistence of the Union upon the Company signing a written contract prom-
ising to do what it is orally willing to promise to do?
A. Yes, I think he feels that quite strongly.
In his testimony, Walter Todd frankly stated that George had "very clearly"
stated his (Walter's) position. Walter further testified as follows with respect
to his personal attitude :
Q. . . . I gathered that you have felt very strongly on this matter of your
word being your bond, is that correct?
A. Very.
Q You felt very strongly on the matter of this signed contract with the
Union, did you not?
-k 4 x- # i. k
A Personally, I did.
Q. Did you believe that the request of the Union that you sign a contract,
that your Company sign a contract with the Union, was a reflection on
the integrity of the Company?
A. I certainly did.
Asked whether he would now be willing to sign a contract Walter testified
that he did not know, but that:
I would be very reluctant to because for many reasons I feel, and my own
personal feeling is that it would be very injurious to the business, and harm-
ful to the relations that prevailed in our organization from the very be-
ginning of our business.
He further testified that when Price reported to the executive committee that
the Union desired a signed contract:
it was made perfectly clear [to Price] that as far as I was personally
concerned, I would only sign a contract under coercion, and if it was done
in that way it would have a disastrous effect on our organization. [Italics
added.]
This testimony acquires added significance when compared with Price's and
George Todd's testimony, respectively (and quoted heretofore), to the effect
that a contract would be signed only if Walter retired from the business, and that
Walter would "stop work if . . the relationship he has had in the past is taken
away from him." The implication is clear that Walter Todd would retire
from business before he would sign a contract with a labor organization.
The evidence further establishes that Walter Todd's position also constituted
that of the respondent Thus, George Todd, in the testimony heretofore quoted,
stated that Walter's attitude was "the Company's attitude " Superintendent
Price, in his conversation with Shulman referred to Walter Todd's opposition to
signing a contract as constituting the respondent's policy. Walter Todd and
George Todd, between them, owned over 50 percent of the voting stock of the re-
spondent, and thus possessed ultimate control over its policies While, theoreti-
cally, the respondent's executive committee and its Board of Directors possessed
veto authority over the actions of any of its executive officers, Walter Todd was in
fact the architect of the respondent's policies. Thus, when the Union's request for
a signed contract was presented to the executive committee, Walter Todd's
attitude was apparently accepted as the policy of the executive committee, and
was thereafter reported to the Union by Price as establishing the respondent's
position. It is true that, as Walter Todd testified, neither the executive com-
mittee nor the Board of Directors passed a formal resolution declaring that the
respondent would not sign a contract. In that literal sense no definitive policy
IL
THE TODD COMPANY, INC. 213
had been established. But it is nevertheless evident that Walter's position was
accepted and construed, both by the executive committee and by the respondent's
responsible officers and representatives, as establishing the respondent's policy.
Of further significance is the fact that although Bassett at one of the confer-
ences asked for the opportunity of discussing the problem directly with Walter
Todd and the Board of Directors, and was told that an attempt would be made
to arrange such a meeting, none was ever held. Nor was the question of signing
the contract ever referred to the Board of Directors. Since the respondent con-
tends that its representatives at the negotiations had no authority to decide or to
-state the respondent's position on signing the contract, this failure to provide,
after request, for direct discussion with officials authorized to state the policy,
and to have the question decided by such authority, are further evidence that the
respondent was not acting in good faith. If the negotiators had no authority on
that score, the Union, as the bargaining representative, was entitled at least to
an unequivocal answer from a responsible source, just as a representative is
entitled to an answer on any demand. If the action of the executive committee
in disposing of the request for signing did not constitute a refusal of it, the failure
of the respondent to give an answer, or to arrange for a meeting in which the
problem could be threshed out, did not constitute bargaining in good faith. It is
therefore found that the respondent did not bargain in good faith, but instead,
that it entered into negotiations with a fixed determination to avoid signing a
contract with the Union.
In the case of N. L. R. B. v. Register Publishing Company,` the Court said the
following :
If the evidence showed only the foregoing facts [refusal of the employer to
agree to the Union's demands] it would not support the finding that respond-
ent refused to bargain collectively with the Union as the representative of
its employees; for, although required to bargain with the Union, respondent
was not required to accept any of the Union's aforesaid proposals, nor was it
prohibited from making either of its aforesaid proposals to the Union.
But, in addition to the foregoing facts, the evidence shows that in April
1940, in May 1940, and in April 1941, the union requested that any agreement
which might result from the bargaining between respondent and the union
be reduced to writing and signed by both parties. The evidence further shows
that, to each of these requests, respondent replied that it would not sign any
agreement with the union. By so refusing to sign any agreement, respondent,
in effect, refused to bargain collectively with the union as the representative
of its employees; [citing cases] and this is true despite the fact that, at the
time of the refusal, no agreement had been reached [Citing cases ] We con-
elude that the evidence supports the finding that respondent did so refuse
to bargain "
(e) The Union's alleged waiver
The respondent contended that the Union had waived the signing of an agree-
ment by dealing with the respondent on the basis of an oral arrangement. This
contention is founded upon the fact that at the November 30, 1944, conference,
ei 141 F (2d) 156 (C C A. 9)
32 Aniong other decisions of the courts and the Board holding that refusal to sign a
contract cdnetituted a refusal to bargain are the following Bethlehem Shipbuilding Corp.
v N L R B, 114 F ( 2d) 930 (C C A 1) , Art Metals Construction Co v N L R B,
110 P (2d) 148 (C C A 2) , N L R B v. National Seal Corporation, 127 it (2d) 776
(C C A 2) ; N L R B v IT G Mill Stores , Inc, 140 P (2d) 924 (C C A. 5) , N L R B
v Martin Bias Bo.e Co , 130 F ( 2d) 202 (C C A 7) , N I R B v Blanton Company, 121
F (2d) 564 ( C C A 8 ) , N L. R. B. v Montgonscrif Ward cC Co , 133 F (2d) 676 (C C A.
9) ; 1Vebster Mfg Co , 27 N. L R B 1338 . C. B Cottrell ci Sons Co , 34 N. L R. B. 457 ;
Pacific States Cast Iron Pipe Co , 37 N . L R B 405.
214 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
terms were discussed subject to acceptance as an oral agreement by the Inter-
national and the Local. Bassett clearly stated this condition at the conference.
Both the International and the Local, when the negotiated terms were there-
after submitted to them, refused to accept them on an oral basis. There was
thus no waiver by the Union (See the case of illontgoniei y Wai d cc Co , cited
in the following footnote.)
Upon the basis of all the foregoing facts and findings, it is concluded and found
that the respondent on March 18, 1944, and at all times thereafter, refused to
bargain collectively in good faith with the Union as the exclusive representative
of its employees in the appropriate unit, and that it thereby interfered with,
restrained, and coerced its employees in the exercise of the rights guaranteed
in Section 7 of the Act'
C. Interference, restraint, and coercion
As has been found heretofore, during the course of the bargaining negotiations,
Superintendent Price told the union representatives that the respondent was
willing to spend $100,000 to break the Union rather than sign a contract. On
a later occasion, Price told Shulman that the respondent could shut down the
department which the Union represented or transfer the work to other plants.
Still later Price informed Shulman that the respondent's priorities would probably
be terminated because of its opposition to the Union's demands, but that Walter
Todd In eferred that to signing a contract.
All these statements constituted threats of reprisals against the Union and
the employees, respectively, as a consequence of the Union's insistence upon a
signed contract. Whether or not Price was authorized to so express himself is
beside the point. As the representative of the respondent, armed with authority
to negotiate on its behalf, superintendent of its printing division, and possessed
of apparent authority to interpret and state the respondent's policies, his declara-
tions are imputable to the respondent.
It is therefore found that by this conduct the respondent additionally inter-
fered with, restrained, and coerced its employees in the exercise of the rights
guaranteed in Section 7 of the Act.
D. Alleged sot fail' labor practices
1. The wage increases
On September 10. 1945, the respondent effected changes in its bonus system
affecting employees in the appropriate unit. This change resulted in an increase
in premium pay. In addition, on November 5, 1945, the work week of all the
respondent's employees was reduced from 44 to 40 hours, and, in order to offset
any consequent reduction in take-home pay, base rate earnings were increased
approximately 15 percent The Board contends that by announcing and eftectu-
91None of the seasons urged by the respondent for its preference for oral agreements,
(which have been referred to heretofore) constitute valid reasons for refusal to bargain.
Thus, among the defenses which have been rejected by the Board and the courts in the
cases cited in the preceding footnote, are the following .
That the employer did not think that a signed contract was necessary (Bethlehem
Shipbuilding Corp C B Cottrell) , absence of authority to make a commitment
(Webster Mfg Co) , a history of bargaining upon an oral basis (C B. Cottrell) ,
that the question was "premature" until the paities had leached agreement on the
terms (Montgomery-IVard) , that the Union indicated a disposition to bargain on the
issue by continuing negotiations (ibid) , fear of boycott by rival union that a signed
contract would deprive the employer of "flexibility" in management, and that a written
contract would be inadequate and would cause disputes (Westinghouse Electric d
Mfg Co. 22 N L R. B 147). Many of these contentions were advanced by the
respondent in the instant case.
THE TODD COMPANY, INC. 215
acing these wage increases "without consultation or negotiation with the Union
and without permitting the Union to bargain with respect thereto," the respond-
ent refused to bargain collectively. The complaint does not allege any unfair
labor practice in connection with the respondent's action in reducing the hours
of work.
With respect to the September 10 action of the respondent, the evidence
establishes that Shulman; president of the union local, was notified of and con-
sulted by the respondent prior to its enactment. It is therefore found that the
respondent did not refuse to bargain with thg Union with respect to the Septem-
ber action, and it will be recommended that the complaint be dismissed in that
respect.
The circumstances surrounding the November changes are somewhat different
fi out those of the September increase. The reduction in hours and the increase
in pay in November were wholly unilateral. There was no prior notification to
or consultation with the Union. This increase was given in conformance with
the national wage pattern established following the end of World War II The
Union did not protest the respondent's action, or request, after the announcement
was made, that it be discussed The respondent clad not refuse to discuss it
with the Union, nor, according to the testimony of Comptroller Callaghan, which
is credited, would it have refused to discuss it had demand been made.
During the course of the negotiations in 1944, International Representative
Bassett had stated to Price that he was interested in seeing to it that the
International's minimum wage scale was met, and that if the respondent desired
to pay above that scale, he would have no objection. When Local President
Shulman was consulted by Price with reference to the September action and
was asked by Price whether the Union had any objections, Shulman stated that
the Union would prefer an increase in the base rate rather than the bonus
rate, but that "the time for its to holler is when they take something away,
not when they give us something." After the November increase and ieduc-
tion in hours were announced, Shulman spoke to Price about it, but (lid not
protest the procedure. At no time did the Union express dissatisfaction with
the respondent's action or express a desire to be consulted. -
Where employees have designated an exclusive bargaining agent, that agent
should be consulted before revisions are made in the employees' terms and
conditions of employment. That the representative may not be averse to the
contemplated revision, or, indeed, may even welcome it, does not obviate the
necessity for consultation The representative should be afforded opportunity
to express its views before action is taken. In the instant case, however, the
declarations made by the union representatives to the respondent are interpret-
able, and may well have been so regarded by the respondent, as anticipatory
approval of future action in the direction of increasing wages. In this light,
and in view of the absence of protest on the part of the Union, I am not per-
suaded that the respondent's action with respect to the November increases was
wholly unilateral in character, or that the Act will be effectuated by finding a
refusal to bargain under such circumstances. Upon these considerations, it
will be recommended that the complaint be dismissed with respect to the
November wage mciease.
2. Other alleged interference, restraint, and coercion
Near the close of the original hearing, counsel for the Board moved to dis-
miss an allegation in the complaint to the effect that the respondent had inquired
into the union affiliations and activities of its employees. This motion was
granted. The complaint likewise included an allegation that the respondent
216 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
had granted preferential treatment to the Association and conveyed to employees
its preference for the Association over the Union. Some evidence was intro-
duced at the original hearing with respect to this allegation The evidence
does not, however, support the allegations. Disini4sal will therefore be
recommended
IV. THE EFFECT OF THE UNFAIR LABOR PP 1CTICE$ UPON COMMERCE
The activities of the respondent set forth in Section III, above, occurring in
connection with the operations of the respondent described in Section I, above,
have a close, intimate, and substantial relation to trade, traffic, and commerce
among the several States, and such of them as haveibeen found to constitute
unfair labor practices tend to lead to labor disputes burdening and obstructing
commerce and the free flow of commerce.
V THE REMEDY
Having found that the respondent has engaged in unfair labor practices, it
will be recommended that it cease and desist therefrom and take certain affirma-
tive action designed to effectuate the policies of the Act.
It having been found that the respondent has refused to bargain collectively
with the Union as the representative of the employees in an appropriate unit,
it will be recommended that, upon request, the respondent bargain with the
Union and, if an understanding is reached, embody such understanding in a
signed agreement.
Upon the basis of the foregoing findings of fact,, and upon the entire record
in the case, I make the following :
CONCLUSIONS OF LAW
1 Rochester Printing Pressmen and Assistants' Union. Local #38, A F. of L,
is a labor organization within the meaning of Section 2 (5) of the Act.
2 All mechanical employees of the respondent's Letter Press Department in
the Printing Division of its Rochester, New York, plant, exclusive of com-
positors, bindery employees, maintenance employees, and supervisory, office, and
clerical employees, constitute a unit appropriate for the purposes of collective
bargaining, within the meaning of Section 9 (b) of the Act
3. Rochester Printing Pressmen and Assistants' Union, Local #38, A. F. of L,
was on February 14, 1944, and at all times thereafter has been, the exclusive
representative of all the employees in such unit for the purposes of collective bar-
gaining, within the meaning of Section 9 (a) of the Act
4 By refusing to bargain collectively with Rochester Printing Pressmen and
Assistants' Union, Local #38, A. F. of L, as the exclusive representative of its
employees in the appropriate unit, the respondent has engaged in and is engaging
in unfair labor practices, within the meaning of Section 8 (5) of the Act.
5 By interfering with, restraining, and coercing its employees in the exercise
of the rights guaranteed in Section 7 of the Act, the respondent has engaged
in and is engaging in unfair labor practices, within the meaning of Section
8 (1) of the Act
6. The aforesaid unfair labor practices are unfair labor practices affecting
commerce, within the meaning of Section 2 (6) and (7) of the Act
7 The respondent has not engaged in unfair labor practices by (1) com-
municating to employees its preference for the Association over the Union, or
by granting preferential treatment to members of the Association over members
of the Union, or by (2) effectuating and publishing the September 10 and Novem-
ber 5, 1945, wage increases.
THE TODD COMPANY, INC. 217
RECOMMENDATIONS
Upon the basis of the above findings of fact and conclusions of law, it is
recommended that the respondent, the Todd Company, Inc., Rochester, New
York, its officers, agents, successors, and assigns shall:
1 Cease and desist from:
(a) Refusing to bargain collectively with Rochester Printing Pressmen and
Assistants' Union, Local #38, A F. of L., as the exclusive representative of all
mechanical employees of the respondent's Letter Press Department in the
Printing Division of its Rochester, New York, plant, exclusive of compositors,
bindery employees, maintenance employees, and supervisory, office and clerical
employees;
(b) In any like or related manner, or by threats, interfering with, restraining,
or coercing its employees in the exercise of the right to self-organization, to form
labor organizations, to join or assist Rochester Printing Pressmen and As-
sistants' Union, Local #38, A F. of L, or any other labor organization, to
bargain collectively through representatives of their own choosing, and to engage
in concerted activities, for the purpose of collective bargaining , or other mutual
aid or protection, as guaranteed in Section 7 of the Act.
2 Take the following affirmative action which it is found will effectuate the
policies of the Act:
(a) Upon request, bargain collectively with Rochester Printing Pressmen and
Assistants' Union, Local #38, A F. of L., as the exclusive representative of all
mechanical employees of its Letter Press Department in the Printing Division
of its Rochester, New York, plant, exclusive of compositors, bindery employees,
maintenance employees, and supervisory, office, and clerical employees, and, if
all understanding is reached, embody such understanding in a signed agreement ;
(b) Post at its Rochester, New York, plant, copies of the notice attached hereto,
marked "Appendix A." Copies of said notice, to be furnished by the Regional
Director for the Third Region, shall, after being duly signed by the respondent's
representative, be posted by the respondent immediately upon receipt thereof
and maintained by it for sixty (60) consecutive days thereafter in conspicuous
places, including all places where notices to employees are customarily posted
Reasonable steps shall be taken by the respondent to insure that said notices are
not altered, defaced, or covered by any other material ;
(c) Notify the Regional Director for the Third Region in writing, within
ten (10) days from the date of the receipt of this Intermediate Report what steps
the respondent has taken to comply herewith.
It is further recommended that the complaint be dismissed insofar as it alleges
that the respondent has engaged in unfair labor practices by (1) communicating
to employees its preference for the Association over the Union, or by granting
preferential treatment to members of the Association over members of the Union ;
and (2) effectuating and publishing the wage increases of September 10 and
November 5, 1945.
As provided in Section 33 of Article II of the Rules and Regulations of the
National Labor Relations Board, Series 3, as amended, effective November 27,
1945, any party or counsel for the Board may, within fifteen (15) days from the
date of the entry of the order transferring the case to the Board, pursuant to
Section 32 of Article II of said Rules and Regulations, file with the Board,
Rochambeau Building, Washington 25, D C, an original and four copies of a
statement in writing, setting forth such exceptions to the Intermediate Report
or to any other part of the record or proceeding (including rulings upon all
motions or objections) as he relies upon, together with the original and four
copies of a brief in support thereof Immediately upon the filing of such state-
2 18 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
ment of exceptions and/or brief, the party or counsel tor the Board filing the
same shall serve a copy thereof upon each of the other parties and shall file a
copy with the Regional Director. As further provided in said Section 33, should
any party or counsel for the Board desire permission to argue orally before the
Board, request therefor must be made in writing to the Board within ten (10)
days from the date of the order transferring the case to the Board. Any party
or counsel for the Board desiring to submit a brief in support of the Intermediate
Report shall do so within fifteen (15) days from the date of the entry of the
order transferring the case to the Board, by filing with the Board an original
and four copies thereof, and by immediately serving a copy thereof upon each
of the other parties and the Regional Director
CHARLES W. SCHNEIDER,
1'i gal Ea;amiier.
Dated June 17. 1946.
APPENDIX A
NOTICE TO ALL EMPLOYEES
Pursuant to recommendations of a Trial Examiner of the National Labor
Relations Board, and in order to effectuate the policies of the National Labor
Relations Act, we hereby notify our employees that :
We will not refuse to bargain collectively with the exclusive bargaining
representatives of our employees, or in any like or related manner, or by
threats, interfere with, restrain, or coerce our employees in the exercise of
their right to self-organization, to form labor organizations, to join or assist
Rochester Printing Pressmen and Assistants' Union, Local #38, A. F. of L.
or any other labor organization, to bargain collectively through representa-
tives of their own choosing, and to engage in concerted activities for the
purpose of collective bargaining or other mutual aid or protection. All our
employees are free to become or remain members of this union, or any other
labor organization.
We will bargain collectively upon request with the above-named union
as the exclusive representative of all employees in the bargaining unit de-
scribed herein with respect to rates of pay, hours of employment or other
conditions of employment, and if an understanding is reached, embody such
understanding in a signed agreement The bargaining unit is :
All mechanical employees in the Letter Press Department of the Printing
Division of our Rochester, New York, plant, exclusive of compositors, bindery
employees. maintenance employees, and supervisory, office and clerical
employees
THE TODD COMPANY, INC.
By --------------------------
(Representative) (Title)
Dated --------------------
This notice must remain posted for 60 days from the date hereof, and must
not be altered, defaced, or covered by any other material.