____________

Nos. 95-3128/3176

____________

Greater Kansas City Laborers *

Pension Fund, a Trust Fund; *

Greater Kansas City Laborers *

Welfare Fund, a Trust Fund; *

Greater Kansas City Laborers *

Vacation Plan, a Trust Fund; *

Greater Kansas City Laborers *

Training Fund, a Trust Fund, *

*

Appellants/Cross-appellees,*

*

John Rider; Jeffrey Chaikin, *

parties immediately above acting*

as Trustees of the Greater *

Kansas City Laborers Pension *

Fund, Greater Kansas City * Appeal and Cross-Appeal from the

Laborers Welfare Fund, Greater * United States District Court for

Kansas City Laborers Vacation * the Western District of Missouri

Plan and Greater Kansas City *

Laborers Training Fund; *

Charles Jones; Charles Mackey, *

*

Appellants, *

*

v. *

*

Superior General Contractors, *

Inc.; Bohnert Construction *

Company, *

*

Appellees/Cross-appellants.*

____________

 Submitted: March 11, 1996

 Filed: January 15, 1997

____________

Before McMILLIAN, BEAM and HANSEN, Circuit Judges.

____________

McMILLIAN, Circuit Judge.
 The Honorable Dean Whipple, District Judge, United States

1

District Court for the Western District of Missouri.

 New Bohnert and Superior General are collectively referred to 2

as “defendants.”

-2-

Four employee trust funds -- the Greater Kansas City Laborers Pension

Fund, the Greater Kansas City Laborers Welfare Fund, the Greater Kansas

City Laborers Vacation Fund, and the Greater Kansas City Laborers Training

Fund (collectively plaintiffs or the Funds) -- appeal from a final order

entered in the United States District Court for the Western District of

1

Missouri holding that defendants Bohnert Construction Company, Inc. (New

Bohnert), and Superior General Contractors, Inc. (Superior General), were 2

not liable to the Funds under §§ 502(g)(2) and 515 of the Employee

Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1132(g), 1145, for

employee fringe benefit contributions allegedly due between July 1, 1992

and March 31, 1994. Greater Kansas City Laborers Pension Fund v. Superior

General Contractors, Inc., No. 94-0374-CV-W-1 (W.D. Mo. July 21, 1995)

(Findings of Fact & Conclusions of Law). For reversal, the Funds argue the

district court erred in (1) holding that New Bohnert was not the alter ego

of Superior General, (2) failing to consider certain documentary evidence

submitted by the Funds, and (3) admitting into evidence an NLRB charge and

decision addressing whether alter ego status should apply to defendants.

In addition, defendants argue on cross-appeal that the district court erred

in holding that it had jurisdiction over the present action under §§ 502(g)

and 515 of ERISA, 29 U.S.C. §§ 1132(g), 1145. For the reasons discussed

below, we affirm the order of the district court.

I. Background

The Funds are employee trust funds established between 1962 and 1974

pursuant to the collective bargaining agreement entered into between the

Builders Association of Missouri and various
 The collective bargaining agreement establishing the Funds

3

was amended and revised effective January 1, 1976.

 Bohnert Construction Co., Inc., incorporated in 1991, does

4

not use the name “New Bohnert,” nor did the original company refer

to itself as “Old Bohnert.” We use these terms for purposes of

clarification, however, because the relationship between New

Bohnert and Superior General is at issue in the present case.

-3-

affiliates of the Laborers International Union of North America in Kansas

City, Missouri. The Funds were established under § 302 of the Labor

3

Management Relations Act, 29 U.S.C. § 186. In addition, they are employee

benefit plans governed by § 3 of ERISA, 29 U.S.C. § 1002. 

New Bohnert is a Missouri corporation in the business of construction

in Missouri and Kansas. It was incorporated in 1991, when the construction

company originally founded in 1979 by Al Bohnert, Bohnert Construction Co.

(Old Bohnert), changed its name to Bohnert CC, Inc., and transferred its

general contracting work to New Bohnert.4

In 1981 and 1982, Charlie Morgan, Terry Tackett, and Stan Minor

joined Old Bohnert. At that time, Old Bohnert provided several types of

services: general contracting, foundation work, interior work, and

refrigeration. According to defendants’ theory of the case, Al Bohnert

decided several years later to assist Morgan, Tackett, and Minor in

starting their own company. Thus, in 1988, Al Bohnert helped them

establish Superior General. Superior General was incorporated in late

1988. Although Al Bohnert was the majority shareholder in Superior

General, Morgan served as president of the company, made all decisions

concerning the daily operations, and directed Superior General’s labor

relations. In 1989, Tackett became a vice-president of Superior General.

At approximately the same time, Minor decided to sell his interest in

Superior General to Morgan and Tackett. Thereafter, Morgan and Tackett

operated Superior General. 
-4-

On January 1, 1989, Superior General signed a contract stipulation

to be bound by the collective bargaining agreement between the Builders

Association and the Union. This collective bargaining agreement contained

an “evergreen clause,” meaning that the terms of agreement would be

automatically renewed unless either party provided written notice of

termination to the other within a specified time period. Between 1988 and

November 1992, when it ceased operations, Superior General employed

laborers performing work covered by the collective bargaining agreement.

This agreement provided that Superior General would make fringe benefit

contributions to the Funds for the laborers it employed.

In March 1991, Al Bohnert incorporated another construction business,

New Bohnert. At the same time, the original company (Old Bohnert) changed

its name to Bohnert CC, Inc., and transferred all of its general

contracting business to New Bohnert. Defendants maintain that New Bohnert

was created because Al Bohnert wanted Kelsey Goss, one of his employees,

to acquire an ownership interest in the general contracting business. Goss

became a shareholder of New Bohnert at its inception. After New Bohnert

was created, Old Bohnert performed only interior finishing work and

accounting services.

Throughout its existence, Superior General had operated from its own

premises, which were initially leased from Old Bohnert. As business grew,

Superior General leased additional property from other companies. In

addition, Superior General also used the accounting department of Old

Bohnert for its routine accounting functions. Between 1988 and 1991,

Superior General made a single monthly payment for these accounting

services. In 1992, however, Superior General and New Bohnert began a

“proportionate assessment” system in which Stan Minor had the discretion

to distribute the cost of the accounting services between New Bohnert and

Superior General based upon his assessment of the use each company had made
 Specifically, the district court found that Superior General 5

had “made all required fringe benefit contributions to the

Plaintiff Funds between January 1, 1989, through its cessation of

operations on November 30, 1992." Slip op. at 7.

-5-

of Old Bohnert’s accounting department during a particular time period. 

Superior General did a substantial amount of business with Old

Bohnert, and later, New Bohnert, through a competitive bid process. These

arrangements were negotiated between Charlie Morgan and Terry Tackett on

behalf of Superior General and the project managers for Old Bohnert and New

Bohnert. Superior General also performed subcontracting work for other

entities. 

In 1992, Superior General began to lose money and, by mid-1992, had

experienced severe financial losses. In August 1992, Charlie Morgan

resigned from Superior General. Terry Tackett remained at Superior General

to wind up its outstanding projects. Superior General ceased operations

on November 30, 1992, and therefore employed no laborers after that date.

The present litigation arose when the Funds’ trustees instituted suit

in federal district court against Superior General and New Bohnert, under

§§ 502(g)(2) and 515 of ERISA, 29 U.S.C. §§ 1132(g), 1145, seeking fringe

benefit contributions due under two collective bargaining agreements to

which Superior General was a signatory employer. The first collective

bargaining agreement ran from June 1, 1990, to March 21, 1993; the second

ran from April 26, 1993, through March 31, 1996. The Funds alleged that

New Bohnert was an alter ego of Superior General, and that New Bohnert and

Superior General should be held jointly and severally liable to the Funds

for any contributions due. Following a bench trial, the district court

determined that (1) Superior General had made all the contributions it was

legally obligated to make before it ceased operations and (2) New Bohnert 5

was neither a signatory to the
-6-

collective bargaining agreements nor an alter ego of Superior General.

Slip op. at 7, 9.

The district court relied on the factors presented in Iowa Express

Distribution, Inc. v. NLRB, 739 F.2d 1305, 1310 (8th Cir. 1984) (Iowa

Express), cert. denied, 469 U.S. 1088 (1984), and Crest Tankers, Inc. v.

National Maritime Union, 796 F.2d 234, 237 (8th Cir. 1986) (Crest Tankers),

to determine whether a successor employer which has not signed a labor

contract is nevertheless bound by its terms as an “alter ego” of a

signatory employer. The district court found that Superior General and New

Bohnert were not alter egos because the two companies did not share

substantially identical ownership, management, supervision, business

purposes, operation, customers, or equipment. Slip op. at 9. The district

court specifically found that (1) control and management of Superior

General and New Bohnert were distinct and separate, because, although Al

Bohnert was the majority shareholder in Superior General, he played no role

in its operations; (2) the arrangement by which Superior General utilized

the accounting department of Old Bohnert was negotiated in an arm’s length

transaction; (3) separate books were kept for Superior General and New

Bohnert which clearly showed their separate operations and employees; and

(4) although Superior General and New Bohnert did a substantial volume of

business with one another, such arrangements were negotiated in arm’s

length transactions, through a competitive bidding process. Id. at 4-6.

Finally, noting that “[g]enerally, an alter ego finding requires the

existence of an unlawful motive or intent to avoid the terms of the

collective bargaining agreement,” the district court found that the closing

of Superior General and the creation of New Bohnert was not accompanied by

anti-union animus. Id. at 9 (quoting Iowa Express, 739 F.2d at 1310-11),

7.

The Funds then filed this timely appeal. In addition, Superior

General and New Bohnert filed cross-appeals, arguing that
-7-

the district court lacked jurisdiction under §§ 502(g) and 515 of ERISA,

29 U.S.C. §§ 1132(g), 1145, to hear the present case because it falls

within the exclusive jurisdiction of the National Labor Relations Board.

II. Discussion

A. Alter Ego Analysis

For reversal, the Funds first argue the district court applied an

incorrect legal standard in concluding that New Bohnert was not the alter

ego of Superior General and was therefore not liable for any contributions

to the Funds. Specifically, the Funds contend that the district court

placed undue weight on its finding that anti-union animus did not motivate

the closing of Superior General and the creation of New Bohnert. The Funds

argue that “the mere existence of ‘some legitimate business reason’ for a

change in corporate organization should not alone prevent a finding of

alter ego status." Crest Tankers, 796 F.2d at 238 n.2 (quoting NLRB v.

Allcoast Transfer, Inc., 780 F.2d 576, 581 (6th Cir. 1986)). The Funds

contend that the district court’s finding of no anti-union animus does not

preclude a determination that Superior General and New Bohnert operated as

alter egos. 

Defendants argue that the district court’s alter ego analysis did not

place undue weight on the absence of unlawful motivation. Defendants argue

that the district court made specific factual findings rejecting every

element of the alter ego analysis. They further maintain that these

factual findings are not clearly erroneous and should therefore be upheld

on appeal.

Determination of alter ego status involves a mixed question of law

and fact. We therefore review the district court’s findings of fact for

clear error and its conclusions of law de novo. See, e.g., Cooper Tire &

Rubber Co. v. St. Paul Fire & Marine Insurance
 We note, however, that a plaintiff may not attempt to pierce 6

the corporate veil to enforce an ERISA judgment against an

individual not liable for the underlying ERISA violation. Peacock

v. Thomas, 116 S. Ct. 862, 865-66 (1996). The Supreme Court has

held that such an action constitutes an improper attempt to use

ancillary jurisdiction “to impose an obligation to pay an existing

federal judgment on a person not already liable for that judgment.”

Id.

-8-

Co., 48 F.3d 365, 369 (8th Cir.), cert. denied, 116 S. Ct. 300 (1995).

The parties and the district court may have mistaken the applicable

law. The factors set forth in Iowa Express and Crest Tankers for

determining alter ego status under labor law do not control the question

of Superior General's and New Bohnert’s corporate relationship, if any,

because the present action arises under §§ 502(g) and 515 of ERISA, 29

U.S.C. §§ 1132(g), 1145. We have previously applied corporate law

principles to determine employer liability under ERISA, where such

principles comport with the language and purposes of the statute. See Pipe

Fitters Health & Welfare Trust v. Waldo, R., Inc., 969 F.2d 718, 720-21

(8th Cir. 1992), cert. denied, 506 U.S. 1054 (1993); Rockney v. Blohorn,

877 F.2d 637, 642-43 (8th Cir. 1989). The alter ego doctrine as developed 6

under the National Labor Relations Act (NLRA), 29 U.S.C. § 151 et seq.,

involves a more lenient standard for disregarding the corporate form than

that employed in corporate law. The focus of the labor law alter ego

doctrine “is on the existence of a disguised continuance of a former

business entity or an attempt to avoid the obligations of a collective

bargaining agreement.” Iowa Express, 739 F.2d at 1310-11 (quoting Penntech

Papers, Inc. v. NLRB, 706 F.2d 18, 24 (1st Cir.), cert. denied, 464 U.S.

892 (1983)). By contrast, the alter ego doctrine as developed under

corporate law provides that the legal fiction of the separate corporate

entity may be rejected in the case of a corporation that (1) is controlled

by another to the extent that it has independent existence in form only and

(2) is used as a subterfuge to defeat
-9-

public convenience, to justify wrong, or to perpetuate a fraud. See In re

B.J. McAdams, Inc., 66 F.3d 931, 937 (8th Cir. 1995) (McAdams), cert.

denied, 116 S. Ct. 2546 (1996); Lakota Girl Scout Council, Inc. v. Havey

Fund-Raising Management, Inc., 519 F.2d 634, 638 (8th Cir. 1975) (Lakota).

Thus, control by one company over its alleged alter ego is necessary under

the corporate law standard. See McAdams, 66 F.3d at 937; see also Pepper

v. Litton, 308 U.S. 295, 306-07 (1939) ("The essence of the [corporate law

alter ego] test is whether or not under all the circumstances the

transaction carries the earmarks of an arm’s length bargain. If it does

not, equity will set it aside.") (footnote omitted). 

Although the underlying congressional policy behind ERISA favors the

disregard of the corporate entity in situations where employees are denied

their pension benefits, such policy interests are not implicated in the

present case, which does not involve an individual pensioner’s claim for

benefits; rather, it involves a pension fund’s attempt to collect unpaid

contributions. See Central States, Southeast & Southwest Areas Pension

Fund v. Central Transport, Inc., 85 F.3d 1282, 1288 (7th Cir. 1996).

Moreover, even if such interests were at stake in the present case, we

believe the corporate law standard for determining alter ego status strikes

an appropriate balance between the congressional intent of ERISA and the

long-established principle that a corporation’s existence is presumed to

be separate and may be disregarded only under narrowly prescribed

circumstances. See Lakota, 519 F.2d at 638.

Applying the corporate law standard of alter ego status to the facts

of the present case, we hold that New Bohnert was not an alter ego of

Superior General. Our review of the record indicates that the factual

findings of the district court were not clearly erroneous. As noted above,

the district court found that control and management of Superior General

and New Bohnert were distinct and separate and that transactions between

the two companies were
 As an alternative basis for holding New Bohnert liable for

7

unpaid fringe benefit contributions, the Funds argue that Superior

General and New Bohnert constituted a single employer. In Iowa

Express Distrib., Inc. v. NLRB, 739 F.2d 1305, 1310 (8th Cir.),

cert. denied, 469 U.S. 1088 (1984), we explained that “[t]he single

employer doctrine is a [National Labor Relations] Board creation

that treats two or more related enterprises as a single employer

for purposes of holding the enterprises jointly to a single

bargaining obligation or for the purpose of considering liability

for any unfair labor practices.” Factors to be considered in

determining whether two distinct business entities are to be deemed

a single employer for purposes of the National Labor Relations Act

include: (1) interrelation of operations, (2) common management,

(3) centralized control of labor relations, and (4) common

ownership or financial control. Id.; see also Crest Tankers, Inc.

v. National Maritime Union, 796 F.2d 234, 237 (8th Cir. 1986)

(describing factors relevant to single employer analysis). The

single employer doctrine is not relevant to the present case,

however, because we hold that corporate law principles govern the

assessment of the corporate relationship, if any, between New

Bohnert and Superior General. 

-10-

negotiated at arm’s length. See slip op. at 4-6. When examined de novo

under the two-part corporate law test set forth in McAdams for determining

alter ego status, these facts lead us to conclude that New Bohnert was

neither controlled by Superior General “to the extent that it has

independent existence in form only” nor “used as a subterfuge to defeat

public convenience, to justify wrong, or to perpetuate a fraud.” See

McAdams, 66 F.3d at 937. We therefore hold that New Bohnert is not liable

as an alter ego of Superior General for fringe benefit contributions to the

Funds.7

B. Documentary Evidence

The Funds next argue that the district court erred in failing to

consider certain documentary evidence submitted by the Funds in support of

their contention that New Bohnert is an alter ego of Superior General.

They argue that the district court placed exclusive weight on testimony by

Al Bohnert and Charles Morgan that the two companies were operated

separately and erroneously failed to consider contradictory documentary

evidence. Yet the Funds do
-11-

not specify in their briefs which documents were allegedly disregarded by

the district court. Rather, they argue that had the district court

considered the documentary evidence, it would have found that the requisite

common control and ownership existed between New Bohnert and Superior

General. 

Defendants respond, and we agree, that the Funds are essentially

challenging the factual findings of the district court, which may not be

set aside unless clearly erroneous. A factual finding is clearly erroneous

if the reviewing court is left with a definite and firm conviction that a

mistake has been committed. In re Sherman, 67 F.3d 1348, 1353 (8th Cir.

1995). We cannot say that the district court's findings of fact are

clearly erroneous. The district court was not required to “make specific

findings with respect to all of the evidence presented, nor even refer to

all the evidence introduced.” Griffin v. City of Omaha, 785 F.2d 620, 628

(8th Cir. 1986). We note, however, that the district court did refer to

several pieces of documentary evidence in its memorandum opinion, including

a sublease, an accounting agreement, and the corporate books of Superior

General and New Bohnert. Slip op. at 4-8. The district court's reliance

on the credibility of witness testimony in reaching its conclusions does

not constitute a basis for setting aside its factual findings. See Stevens

v. McHan, 3 F.3d 1204, 1206 (8th Cir. 1993) (findings supported by the

record but based primarily on a trial judge’s decision on the credibility

of the witnesses can “`virtually never be clear error'”) (quoting Anderson

v. City of Bessemer City, 470 U.S. 564, 575 (1985)); see also In re Central

Arkansas Broadcasting Co., 68 F.3d 213, 215 (8th Cir. 1995) (per curiam)

(“Where there is more than one permissible view of the evidence, we may not

hold that the choice made by the trier of fact was clearly erroneous.”).
-12-

C. Admissibility of NLRB Charge and Decision

Finally, the Funds argue that the district court abused its

discretion in admitting into evidence a 1993 unfair labor practice charge

filed against defendants and a decision by the Board not to prosecute this

charge. In the unfair labor practice charge, the local unions which had

executed the collective bargaining agreement with Superior General alleged

that Superior General had repudiated the collective bargaining agreement

in violation of § 8(b)(1), (3), and (5) of the NLRA, 29 U.S.C. § 158(b)(1),

(3), and (5). App. at 45-46. As in the present case, the liability of New

Bohnert was premised upon an alter ego theory. The Board decided not to

prosecute the charge after determining that New Bohnert was not an alter

ego of Superior General. Id. at 46. Noting that the district court had

previously ruled that the Board decision could not collaterally estop a

finding of alter ego liability in the present action, the Funds argue that

the unfair labor practice charge and Board decision were irrelevant to the

alter ego issue and therefore inadmissible at trial.

In light of our above holding that the labor law standard for

determining alter ego status does not control the present case, we agree

that the unfair labor practice charge and the Board decision were

irrelevant to the question whether New Bohnert was liable to the Funds

under ERISA as an alter ego of Superior General. However, in bench trials,

the admission of incompetent or irrelevant evidence is not a ground for

reversal “when there is sufficient competent evidence to support the

judgment and it does not appear that the court was induced by . . . [that]

evidence to make essential findings that it otherwise would not have made.”

O’Connor v. Peru State College, 781 F.2d 632, 639 (8th Cir. 1986); see also

Harris v. Rivera, 454 U.S. 339, 346 (1981) (“In bench trials, judges

routinely hear inadmissible evidence that they are presumed to ignore when

making decisions.”). In the present case, the factual findings of the

district court are supported by
-13-

sufficient evidence in the record. Nor was the district court induced by

the evidence to make essential findings that it otherwise would not have

made. Thus, admission of this irrelevant evidence was harmless error.

D. Cross-Appeal 

New Bohnert and Superior General argue on cross-appeal that the

district court erred in determining that it had jurisdiction under §§

502(g) and 515 of ERISA, 29 U.S.C. §§ 1132(g), 1145, over the present

action. Citing Laborers Health & Welfare Trust Fund v. Advanced

Lightweight Concrete Co., 484 U.S. 539, 545-53 (1988) (Advanced

Lightweight), defendants contend that the remedy provided in §§ 502(g) and

515 of ERISA, 29 U.S.C. §§ 1132, 1145, does not confer jurisdiction on

federal district courts to determine whether an employer’s unilateral

decision to refuse to make postcontract contributions violates the NLRA,

29 U.S.C. § 151 et seq. In Advanced Lightweight, the defendant company was

a party to two multi-employer collective bargaining agreements that

required monthly contributions to eight employee benefit plans. The

company made the requisite contributions until the expiration date of the

multi-employer agreements but made no contributions thereafter. 484 U.S.

at 541-42. The plans’ trustees sued the company in federal district court,

alleging that the company's unilateral decision to discontinue making its

contributions constituted a breach of its duty to bargain in good faith in

violation of § 8(a)(5) of the NLRA, 29 U.S.C. § 158(a)(5). 484 U.S. at

541-42. The complaints alleged that the federal court had jurisdiction

under § 515 of ERISA, 29 U.S.C. § 1145. The Supreme Court, affirming the

judgment of the court of appeals, held in favor of the company on the

ground that an employer’s liability under § 515 of ERISA, 29 U.S.C. § 1145,

was limited to the effective period of the collective bargaining agreement

and that the section does not confer federal jurisdiction to determine

whether an employer’s refusal to make postcontract contributions violates

the NLRA. 484
 The district court did not consider New Bohnert’s repudiation 8

defense in determining that New Bohnert and Superior General were

not liable for fringe benefit contributions. See slip op. at 8-10.

-14-

U.S. at 549. The Court reasoned that the text and legislative history of

§§ 502(g) and 515 of ERISA, 29 U.S.C. §§ 1132(g), 1145, described the

employer’s contractual obligation to make contributions but omitted any

reference to the noncontractual obligation imposed by the NLRA. 484 U.S.

at 545-49. 

Defendants argue that Advanced Lightweight controls the present case

and that the district court therefore lacked jurisdiction under §§ 502(g)

and 515 of ERISA, 29 U.S.C. §§ 1132(g), 1145, to entertain the action

brought by the Funds, because it fell within the exclusive jurisdiction of

the NLRB. Defendants maintain that the present case, like Advanced

Lightweight, involves conduct alleged to constitute a violation of the

NLRA, because the Funds claimed that New Bohnert was liable under the labor

law standard for alter ego status for unpaid contributions and New Bohnert

raised the defense of repudiation of the collective bargaining agreement.8

We hold that the district court had jurisdiction under §§ 502(g) and

515 of ERISA, 29 U.S.C. §§ 1132(g), 1145, over the present case.

Defendants’ reliance on Advanced Lightweight is misplaced, because the

Funds, unlike the plaintiff trustees in Advanced Lightweight, did not claim

that defendants’ failure to make fringe benefit contributions constituted

an unfair labor practice. Moreover, defendants’ jurisdictional argument

also fails in light of our above holding that the labor law standard for

alter ego status does not govern the alter ego liability of a defendant

corporation in a suit brought under §§ 502(g) and 515 of ERISA, 29 U.S.C.

§§ 1132(g), 1145, seeking fringe benefit contributions. 
-15-

Nor does the present case fall within the jurisdiction of the NLRB

because New Bohnert raised the defense of repudiation of the collective

bargaining agreement. Defendants’ argument is foreclosed by the wellestablished principle that an action does not arise under federal law

through the assertion of a defense. See Franchise Tax Bd. v. Construction

Laborers Vacation Trust, 463 U.S. 1, 9-12 (1983). 

III. Conclusion

We hold that the district court did not err in holding that New

Bohnert was not liable as an alter ego of Superior General for fringe

benefit contributions allegedly owed to the Funds under ERISA. We further

hold that the district court had jurisdiction over the present action under

§§ 502(g) and 515 of ERISA, 29 U.S.C. §§ 1132(g), 1145. Accordingly, the

order of the district court is affirmed.

A true copy.

Attest:

 CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.