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                    United States Court of Appeals
                        For the First Circuit
                       ____________________
                                   
    No.  97-2285
    
                     MASSACHUSETTS CARPENTERS
                   CENTRAL COLLECTION AGENCY,
                                   
                       Plaintiff, Appellee,
                                  
                                  v.
    
                 BELMONT CONCRETE CORPORATION AND
                ALGAR CONSTRUCTION CORPORATION,
                                   
                     Defendants, Appellants.
                                  
                         ____________________
    
    
             APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS
                                
        [Hon. Douglas P. Woodlock, U.S. District Judge]
                                  
                         ____________________
    
                                Before
                                   
                        Lynch, Circuit Judge,
    
               Coffin and Bownes, Senior Circuit Judges.
                                
                                   ____________________
    
        George A. Fairbanks, III, with whom Fairbanks & Koczera,John F. Creedon, and Creedon & Murphy were on brief, for
    appellants.
    
        Aaron D. Krakow, with whom Krakow & Souris was on brief,
    for appellee.
    
                       ____________________
                                
                         March 27, 1998
                                   ____________________
    
    
    
        LYNCH, Circuit Judge.  Within a year of signing a
    collective bargaining agreement with the Massachusetts
    Carpenters Union, the Belmont Concrete Corporation went out of
    business.  Under that agreement, Belmont was obligated to pay
    into Union employee benefit funds for the benefit of its
  workers.    Another concrete company, Algar Construction
    Corporation (owned and managed from the same location by
    members of the same families as Belmont) employed many of
    Belmont's employees, used some of Belmont's equipment, and
    worked on contracts for the same company with which Belmont had
    worked.  When Belmont stopped making the payments it was
    obligated to make to the fund, the Massachusetts Carpenters
    Central Collection Agency (MCCCA) sued, alleging violations of
    Section 515 of the Employee Retirement Income Security Act
    ("ERISA"), 29 U.S.C. � 1145.  It sued Belmont on the agreement
    and Algar on the theory that Algar was an alter ego of Belmont,
    and so liable for its obligations to the benefit funds.  The
    defendants protested that the person who signed the agreement
    for Belmont had no authority to do so, that there was never an
    enforceable agreement, and that Algar, which had never signed
    the agreement, could not be liable for Belmont's debts.
       On summary judgment, the district court ruled for the
  plaintiff in a carefully reasoned opinion.    It ordered
    Belmont, now defunct and assetless, and Algar to pay MCCCA
    $121,339.97 in unpaid contributions and penalties.  We affirm
    largely on the basis of the district court opinion, and further
    discuss the alter ego issue.  We do so because this issue
    frequently arises in suits to hold one company liable for
    benefit plan contributions another company has contracted to
    make under the Multiemployer Pension Plan Amendments Act of
    1980 (MPPAA), Pub. L. 96-364, 94 Stat. 1208 (1980), which
  amends ERISA, 29 U.S.C. �� 1001-1461.    We also do so to
    emphasize that the alter ego jurisprudence developed in cases
    brought under the National Labor Relations Act, 29 U.S.C. ��
    141-197, is applicable in cases brought under ERISA where the
    basis for imposition of liability is also the alter ego
    doctrine.
                               I
                                     As summary judgment has been granted, we review the
    facts in the light most favorable to the defendants and will
    draw all reasonable inferences in their favor.  See Champagnev. Servistar Corp., 1998 WL 99687 *1 (1st Cir. Mar. 12, 1998). 
    The district court's opinion thoroughly recounts the facts of
    the case, and we focus on the facts relevant to the alter ego
    issue.
    A.  The Companies
       Belmont and Algar both perform concrete work in the
    construction industry in Massachusetts.  Algar was formed in
    1990 and remains active today.  Belmont was formed in 1992 and
    was active until the end of 1993.  Each company had its
    principal place of business at 37 Belmont Street in Brockton,
    Massachusetts.  Belmont occupied offices on the fourth floor;
    Algar occupied offices in the basement.
       Belmont and Algar are family businesses owned and
    operated by members of the Bota, Diaz, and Guerreiro families. 
    Belmont was formally owned by Lionel Diaz ("Diaz") and Anita
    Bota (Diaz' wife's cousin).  Although an "owner," Anita Bota
    only performed occasional secretarial work for Belmont; Belmont
    was actually controlled by Diaz, Victor Guerreiro
    ("Guerreiro"), and Horacio Bota ("Bota"), Anita Bota's father. 
    These men negotiated the contracts, supervised the construction
    sites, and generally managed the business.  Algar was formally
    owned by Margaret Bota (Bota's daughter) and Sarita Diaz (Diaz'
    wife, Guerreiro's daughter and Bota's niece).  Like Anita Bota,
    the two "owners" performed primarily secretarial work, and
    Algar was actually controlled by Bota, Guerreiro and Diaz.
       Although Bota, Diaz, and Guerreiro took the position
    that they did no work for Algar until all Belmont work had been
    completed, specific facts from their own depositions establish
    some overlap in responsibilities.  Guerreiro stated in his
    deposition that he was involved in the preparation of bids and
    negotiation of contracts for Algar in 1993.  Bota stated that
    he signed a contract for construction work on behalf of Algar
    in 1993.  And Diaz acknowledged that his stamp was used to sign
    a contract with Middlesex Construction Corporation on behalf of
    Algar in 1993.
       Belmont and Algar were intertwined in other ways. 
    They shared employees.  Maurice Law and Paul Merhey acted as
    supervisors and estimators for Belmont, and then for Algar
    after Belmont ceased conducting business.  Other Algar
    employees who previously worked for Belmont included Mario
    Rosa, Antonio Gomes, Joao DaSilva, George Raposa, Jeff Bassett,
    Paulo Costa, Manual Pina, and Joao Viveiros.  Belmont and Algar
    also shared business.  Belmont was a subcontractor for
    Middlesex Construction for two of the five construction
    projects it performed after April 1, 1993 (until it ceased
    conducting business near the end of 1993); Algar was a
    subcontractor for Middlesex Construction for eight of the
    twelve projects it performed after April 1, 1993.  Belmont also
    made use of Algar's trucks and equipment through an informal
    "leasing" arrangement for which there is no documentation.
       Finally, there is also evidence that employees were
    working on both Algar and Belmont projects at the same time. 
    On May 1, 1993, a Union representative saw Algar employees
    leave a job at a West Springfield site and travel to a worksite
    where there was a truck belonging to Belmont.  The construction
    supervisor at the second site informed the Union representative
    that he worked for Belmont and that Belmont was the contractor
    at that location. 
    B.  The Agreement
       On April 23, 1993, Bota, on Belmont's behalf, signed
    the State-Wide Agreement ("Agreement") with the Carpenters
    Union.  The Agreement binds each signatory contractor to the
    terms and conditions of the collective bargaining agreements of
  the various Massachusetts Carpenters Local Unions,   which in
    turn require that the contractor make employee contributions to
    the MCCCA for each hour of carpentry work performed by its
  employees.    In addition, the collective bargaining agreements
    incorporate by reference the trust agreements of the Carpenters
    Union affiliated employee benefit funds.
       After signing, Belmont complied in part with its
    obligations under the Agreement to make employee benefit
    contributions to the MCCCA.  Belmont's carpenters performed
    3,925 hours of work between April 1993 and November 1993. 
    Belmont made contributions to the MCCCA for 2,144 hours of that
    work.   
       Algar never signed the Agreement.  Between April 23,
    1993, and September 1996, Algar's carpenters performed
    approximately 8,070 hours of carpentry work.  Algar made no
    contributions to MCCCA for this work.
       On March 9, 1995, MCCCA filed this action against
    Belmont and Algar, alleging violations of Section 515 of ERISA,
  29 U.S.C. � 1145.    MCCCA sought $3,271.37 in unpaid
    contributions from Belmont and $69,351.97 in unpaid
    contributions from Algar.  MCCCA argued that Belmont was a
    signatory to the Agreement and bound by its terms, and that
    nonsignatory Algar was also bound by the Agreement by virtue of
    being Belmont's alter ego.  Defendants responded that Bota did
    not have authority to sign the Agreement on Belmont's behalf,
    and that, regardless, Algar was not Belmont's alter ego.  The
    district court granted summary judgment in MCCCA's favor,
    granting MCCCA the full amount of damages sought plus penalties
    as defined in the governing collective bargaining agreement --
    a total of $121,339.97.  Defendants appeal.
                                II
                                     The alter ego doctrine is meant to prevent employers
    from evading their obligations under labor laws and collective
    bargaining agreements through the device of making "'a mere
    technical change in the structure or identity of the employing
    entity . . . without any substantial change in its ownership or
    management.'"  NLRB v. Hospital San Rafael, Inc., 42 F.3d 45,
    51 (1st Cir. 1994) (quoting Howard Johnson Co. v. Hotel
    Employees, 417 U.S. 249, 259 n.5 (1974)).  Although the alter
    ego doctrine is primarily applied in situations involving
    successor companies, "where the successor is merely a disguised
    continuance of the old employer," C.E.K. Indus. Mechanical
    Contractors, Inc. v. NLRB, 921 F.2d 350, 354 (1st Cir. 1990)
    (citing Southport Petroleum Co. v. NLRB, 315 U.S. 100, 106
    (1992)), it also applies to situations where the companies are
    parallel companies.  See Union Builders, Inc. v. NLRB, 68 F.3d
    520, 524 (1st Cir. 1995).  In this case, Algar was both
    parallel to Belmont and successive to Belmont.  A finding that
    two employers are alter egos will bind the nonsignatory to a
    collective bargaining agreement between the union and the
    nonsignatory's alter ego.  See Hospital San Rafael, 42 F.3d at
    52-53; Penntech Papers, Inc. v. NLRB, 706 F.2d 18, 24 (1st Cir.
    1983).  
       Although developed in the labor law context, alter
    ego or successor liability analysis has been applied to claims
    involving employee benefit funds brought under ERISA and the
    LMRA.  See Langone v. C. Walsh, Inc., 864 F. Supp. 233 (D.
    Mass. 1994), aff'd, 1996 WL 672277 (1st Cir. Nov. 20, 1996);
    Upholsterers' Int'l Union Pension Fund v. Artistic Furniture of
    Pontiac, 920 F.2d 1323 (7th Cir. 1990); Central States,
    Southeast and Southwest Areas Pension Fund v. Sloan, 902 F.2d
    593 (7th Cir. 1990); United Steelworkers v. Connors Steel Co.,
    847 F.2d 707 (11th Cir. 1988); Hawaii Carpenters Trust Funds v.
    Waiola Carpenter Shop, Inc., 823 F.2d 289 (9th Cir. 1987).  The
    rationale is that "an employer who evades his pension
    responsibilities gains an unearned advantage in his labor
    activities.  Moreover, underlying congressional policy behind
    ERISA clearly favors the disregard of the corporate entity in
    cases where employees are denied their pension benefits." 
    Chicago Dist. Council of Carpenters Pension Fund v. P.M.Q.T.,
    Inc., 169 F.R.D. 336, 342 (N.D. Ill. 1996) (citations and
    internal quotation marks omitted).
       In determining whether a nonsignatory employer is an
    alter ego of a signatory, we consider a variety of factors,
    including continuity of ownership, similarity of the two
    companies in relation to management, business purpose,
    operation, equipment, customers, supervision, and anti-union
    animus   i.e., "whether the alleged alter ego entity was
    created and maintained in order to avoid labor obligations." 
    Hospital San Rafael, 42 F.3d at 50; see C.E.K., 921 F.2d at
    354.  No single factor is controlling, and all need not be
    present to support a finding of alter ego status.  See Hospital
    San Rafael, 42 F.3d at 51.  In particular, there is no rule
    that wrongful motive is an essential element of a finding of
    alter ego status.  See id.
      The defendants here argue that the rule of Hospital
  San Rafael is incorrect, and that wrongful motive is a sine qua
  non for finding alter ego status in an ERISA case.  On this
  point, they say, there are material facts in dispute. 
  Defendants rely on United Elec., Radio & Mach. Workers v. 163
  Pleasant St. Corp., 960 F.2d 1080 (1st Cir. 1992), for this
  legal proposition.  Although 163 Pleasant St. bears some
  similarity to the present case (the cause of action was based
  on ERISA and the LMRA and the plaintiffs sought back-payments
  to a health care fund), we think it is inapposite here. 
  Fundamentally, 163 Pleasant St. is a case about personal
  jurisdiction:  whether there was personal jurisdiction in
  Massachusetts over a foreign parent corporation based on the
  activities of a Massachusetts subsidiary.  The court held that
  personal jurisdiction cannot be exercised over a foreign
  company through a corporate veil-piercing theory absent a
  showing of fraud.  This holding is not based on ERISA and the
  LMRA.  In addition, we think the policies generally served by
  various corporate veil-piercing approaches, see Birbara v.
  Locke, 99 F.3d 1233 (1st Cir. 1996), address different
 interests than does the alter ego doctrine.   We disapprove of
  the direct application of those veil-piercing rules for
  jurisdictional purposes to the very different problem we face
 here. 
      Rather, we think that the Hospital San Rafael case
  provides the better and more apt model.  It is consonant with
  the alter ego jurisprudence developed in the labor law context
  and more fully serves the policies that underlie the MPPAA and
  ERISA.  It is true that Hospital San Rafael and the present
  case arise in different contexts:  Hospital San Rafael involved
  the NLRB's application for enforcement of its order to a
  successor hospital to bargain with a union that had been
  recognized at a predecessor hospital, based on the NLRB's
  determination that the successor and predecessor hospitals were
  alter egos.  This case involves a direct action against the
  employer by the collection agency for a union-sponsored
  employee benefit fund.  We think this is a distinction without
  a difference, at least for present purposes, as the fundamental
  alter ego analysis animating both situations is the same.
                               III
                                    Applying the alter ego test, we conclude that Algar
  is Belmont's alter ego, and therefore liable under the
  Agreement.  First, there is continuity of ownership.  SeeHospital San Rafael, 42 F.3d at 51.  Continuity of ownership
  has been found to exist when the nonsignatory and signatory
  companies are owned by members of the same family.  See Sloan,
  902 F.2d at 597; J.M. Tanaka Constr., Inc. v. NLRB, 675 F.2d
  1029, 1034-35 (9th Cir. 1982).  This would be especially
  telling when the named owners of the nonsignatory have little
  responsibility or control over the management of the company,
  and do not have a financial investment in the company.  Here,
  both Belmont and Algar were formally owned by members of the
  Diaz, Bota, and Guerreiro families, and the companies were in
  fact owned, operated and managed by the same three men. 
  Significantly, the three women who "owned" Belmont and Algar
  were owners in name only:  they had no financial investment in
  the company, and performed primarily secretarial work within
 the office.   The evidence suggests that Sarita Diaz and
  Margaret Bota were named as owners of Algar so that Algar might
  obtain certification as a Women Business Enterprise:  after
  certification was denied, Sarita Diaz and Margaret Bota
  transferred ownership to Guerreiro and Bota without receiving
  financial consideration in return.
      As to the other prongs of the alter ego test, it is 
  undisputed that Belmont was and Algar is in the construction
  business performing concrete work in Massachusetts.  It is
  undisputed that their offices are in the same building,
  although on different floors.  It is undisputed that the
  companies are managed and supervised by the same three people: 
  Diaz, Bota, and Guerreiro.  It is also clear that the two
  companies shared a large number of employees, that a
  substantial portion of each company's work was for the same
  client, and that the companies shared equipment through
  informal leasing arrangements.
      The district court did not reach a decision on
  whether there was anti-union animus, other than to say that the
  evidence was suggestive of its existence.  A finding of anti-
  union animus is not essential to sustain a finding that Belmont
  and Algar are alter egos.  See Hospital San Rafael, 42 F.3d at
  51.  The other evidence is sufficient to support the conclusion
  that a reasonable finder of fact would have to conclude that
  Algar is Belmont's alter ego.
      Regarding damages, we have carefully reviewed the
  district court's determination of damages and are satisfied
  that it was correct.  As the district court aptly points out,
  there is no credible evidence to support the defendants'
  argument that certain work was "grandfathered" into the
  Agreement and therefore not subject to its requirements; such
  an understanding is certainly not present in the language of
  the Agreement.
      The decision of the district court is affirmed. 
  Costs are awarded to MCCCA.
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