USCA1 Opinion
[Not for Publication]
United States Court of Appeals
For the First Circuit
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No. 96-1105
CHARLES LANGONE ET AL.,
Plaintiffs, Appellees,
v.
WILLIAM WALSH, INC.,
d/b/a William Walsh Movers,
Defendant, Appellant.
ERRATA SHEET
The opinion of this Court issued on November 20, 1996 is
corrected as follows:
On p.3, line 1 change "the" to "that"
[Not for Publication]
United States Court of Appeals
For the First Circuit
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No. 96-1105
CHARLES LANGONE ET AL.,
Plaintiffs, Appellees,
v.
WILLIAM WALSH, INC.,
d/b/a William Walsh Movers,
Defendant, Appellant.
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APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Rya W. Zobel, U.S. District Judge]
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Before
Stahl, Circuit Judge,
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Bownes, Senior Circuit Judge,
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and Lynch, Circuit Judge.
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Paul E. Stanzler, with whom Maria E. Recalde and Burns & Levinson
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LLP were on brief, for appellant.
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Matthew E. Dwyer, with whom John F. Farraher, Jr., Christina C.
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Duddy, and Dwyer & Jenkins P.C. were on brief, for appellee.
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November 20, 1996
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LYNCH, Circuit Judge. The New England Teamsters
LYNCH, Circuit Judge.
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and Trucking Industry Pension Fund and the Teamsters 25
Health Services and Insurance Plan ("the Health Plan") sued
William Walsh, Inc. ("WWI") to recover sums admittedly owed
to the Fund and Plan by Charles Walsh, Inc. ("CWI"), a now-
defunct moving company. The Pension Fund has since settled
with WWI, so that only the Health Plan remains party to this
litigation. The Health Plan's theory is that WWI is an
"alter ego" of CWI within the meaning of the pertinent labor
law doctrines and so is responsible for the debt. That debt
is in the sum of $243,737, exclusive of interest. CWI is no
longer in operation and apparently has no assets to satisfy
the obligation.
The parties filed cross motions for summary
judgment before the district court. The material facts are
not in dispute. It is the inferences and legal conclusions
to be drawn from the facts which are in contention. United
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Paperworkers Int'l Union, Local 14 v. International Paper
____________________________________ ____________________
Co., 64 F.3d 28, 31 (1st Cir. 1995) No claim is made that
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the district court applied the wrong law. The district court
(Zobel, J.) entered summary judgment for the plaintiffs and
against WWI on the alter ego theory. Langone v. C. Walsh
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Inc., 864 F. Supp. 233 (D. Mass. 1994). We review the matter
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de novo. United Paperworkers, 64 F.3d at 32.
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We affirm on the district court's well-reasoned
opinion. Local Rule 27.1. We add only the following few
thoughts. We recognize that these "alter ego" cases have
serious consequences for each party to the dispute. The
cases are largely fact-driven, and general statements of
doctrine go only so far. In NLRB v. Hospital San Rafael,
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Inc., 42 F.3d 45 (1st Cir. 1994), we noted that in
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determining alter ego status the NLRB and courts have:
considered a range of criteria including
the similarity between the old and new
companies in relation to management,
business purpose, operation, equipment,
customers and supervision, as well as
ownership. In most cases, a further
important factor in determining alter ego
status is whether the alleged alter ego
entity was created and maintained in
order to avoid labor obligations.
Id. at 50. We have also noted that "[n]o one factor is
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controlling and all need not be present to support a finding
of alter ego status." C.E.K. Indus. Mechanical Contractors,
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Inc. v. NLRB, 921 F.2d 350, 354 (1st Cir. 1990).
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Here there is strong evidence of similarity between
the old and new companies in that there is common management,
an identical business purpose, and substantial similarity in
operations. These similarities are compounded by the fact
that despite nominally separate ownership, CWI essentially
provided WWI with free equipment (trucks and company cars),
free use of office and warehouse space, and free use of its
service mark.
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As we said in Hospital San Rafael, anti-union
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animus is not always a sine qua non of an "alter-ego"
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finding. Hospital San Rafael, 42 F.3d at 51. But this case
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does not test the "reasonable limits," id. at 52, of the
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Hospital San Rafael doctrine because there is sufficient
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evidence here to infer anti-union animus from the sequence of
events (although this evidence is not as strong as that
recited earlier pertaining to the similarity between the old
and new companies). These facts are sufficient to make out
an alter-ego case, although WWI's arguments on this point are
far from frivolous.1
We acknowledge the able briefing and advocacy for
both sides here.
For these reasons, we affirm. No costs.
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1. Of far less merit is WWI's alternate argument that the
collective bargaining agreement which WWI eventually signed
with the union somehow bars the claims of the Health Plan.
For one thing, the Plan was not a party to this agreement.
In addition, the agreement on its face is silent on the
question of liability for past claims. And finally,
collective bargaining agreements by their very nature govern
prospective relations between the parties. We decline to
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read in a waiver of past claims absent any indication in the
agreement itself that the parties intended it to address such
matters.
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