Richfield Oil Corporation v. National Labor Rel. Bd.

• Decision Date: 16 January 1956
• Docket Number: No. 12483.,12483.
• Citation: 231 F.2d 717
• Parties: RICHFIELD OIL CORPORATION, Petitioner, v. NATIONAL LABOR RELATIONS BOARD, Respondent.
• Court: U.S. Court of Appeals — District of Columbia Circuit

231 F.2d 717 (1956)

RICHFIELD OIL CORPORATION, Petitioner, v. NATIONAL LABOR RELATIONS BOARD, Respondent.

No. 12483.

United States Court of Appeals District of Columbia Circuit.

Argued May 5, 1955.

Decided January 16, 1956.

Writ of Certiorari Denied April 23, 1956.

Mr. Gregory A. Harrison, San Francisco, Cal., with whom Mr. Marion B. Plant, San Francisco, Cal., was on the brief, for petitioner. Mr. Donald D. Connors, Jr., San Francisco, Cal., also entered an appearance for petitioner.

Mr. Duane B. Beeson, Atty., National Labor Relations Board, of the bar of the Supreme Court of California, with whom Mr. Marcel Mallet-Prevost, Asst. Gen. Counsel, National Labor Relations Board, was on the brief, for respondent. Mr. Robert G. Johnson, Atty., National Labor Relations Board, also entered an appearance for respondent.

Messrs. William B. Barton and Anthony P. Alfino, Washington, D. C., filed a brief on behalf of The Chamber of Commerce of the United States, as amicus curiae, urging reversal. Mr. Milton A. Smith, Washington, D. C., also entered an appearance for The Chamber of Commerce of the United States.

Mr. Lambert H. Miller, Washington, D. C., filed a brief on behalf of National Association of Manufacturers of the United States of America, as amicus curiae, urging reversal.

Messrs. Milton C. Denbo, Washington, D. C., and Thomas E. Shroyer, Cleveland, Ohio, filed a brief on behalf of American Retail Federation, as amicus curiae, urging reversal.

Before WILBUR K. MILLER, BAZELON and DANAHER, Circuit Judges.

Writ of Certiorari Denied April 23, 1956. See 76 S.Ct. 695.

DANAHER, Circuit Judge.

Petitioner "Richfield" asks us to review and set aside, and the Board seeks enforcement of, the Board's order issued against Richfield October 18, 1954. The Board had found that Richfield violated § 8(a) (5) and (1) of the National Labor Relations Act¹ by refusing to bargain with Oil Workers International Union, CIO, with respect to an employee stock purchase plan which the company had unilaterally put into effect as of July 1, 1953.

Richfield produces, refines and sells petroleum products in interstate and foreign commerce and employs about 5,000 employees. The company engages in collective bargaining with some 11 labor organizations. Since April 1945, and at all times material to the issue raised here, Oil Workers Union has been the exclusive collective bargaining representative of about 2,000 production, construction and maintenance Richfield employees.

On April 14, 1953, Richfield announced to its employees a voluntary "Stock Purchase Plan" of the deferred distribution type. The Plan had not previously been discussed with the Oil Workers Union, although there was then in full force and effect a collective bargaining agreement with that Union. The latter thereupon wrote as of April 2, 1953, expressing its desire "to meet with the Richfield Oil Corporation for the purpose of negotiations on the proposed `Stock Purchase Plan.'" Richfield declined such negotiations, insisted that the Plan had been "finally adopted" subject only to clearance with the Commissioner of Internal Revenue, but expressed willingness to meet with the Union "for the purpose of explaining the Plan." Meetings were accordingly held on May 7, 1953, and again on May 13, 1953, when the Union proposed certain modifications embodied in a "Plan" it submitted, purposed "to encourage employees to provide additional security for their retirement through systematic savings." The Union sought to establish the plan by contract to be ratified by the Union, to enlarge the group of eligibles, to protect Union members while in authorized leave status, to prescribe certain safeguards in the event of strike or lockout, to relate various types of "service" time to certain situations otherwise covered in the outstanding collective bargaining agreement, and in other respects to vary the Richfield plan. After Richfield flatly advised that it "did not consider the Stock Purchase Plan to be a proper subject of collective bargaining," the Union charged Richfield with unfair labor practices.

The complaint recited that "the Union requested the Respondent to bargain collectively with it in respect to the Respondent's unilaterally promulgated Stock Purchase Plan as exclusive bargaining representative" of the employees² in its unit, and Richfield's refusal so to bargain. Unfair labor practices accordingly were alleged.

The facts were stipulated for the purposes of the hearing. Attached as exhibits were the exclusive bargaining agreement then in force,³ certain amendments thereto, Richfield's announcement, the Plan, a retirement plan and a retirement annuity plan concluded by agreement in 1944, and various other documents or correspondence. The retirement plan benefits were provided by a group annuity contract, paid for by Richfield, and were in addition to those provided under an "Employees Group Insurance Plan" and by the Social Security Act, 42 U.S. C.A. § 301 et seq. The retirement annuity plan for Richfield employees was paid for by joint contributions of Richfield and its employees, with participation optional with each eligible employee.

Adequate details of the Stock Purchase Plan can be gleaned from the findings, included in the Board's "Decision and Order."⁴

One member dissenting, the Board majority concluded on the record as a whole that the Plan represents a mandatory subject of collective bargaining. The opinion said, in part:

"We think that a common sense, non technical view of the Plan, including its manifest purpose, its unmistakable emphasis upon the long term accumulation of stock for future needs rather than upon stock ownership as such, its requirement that participants be employees, and its provision for benefits which are related to the employees\' length of service and amount of wages while participating, compels the conclusion that benefits accruing to employees thereunder represent a part of the compensation or remuneration received by the employees for their labor, differing from their weekly wages only in form and time of payment."

The Board found that the term "wages" comprehends emoluments of value flowing from the employment relationship. In like manner, the Plan, in its objectives and in its operation, was said to affect "conditions of employment." On both predicates the Board overruled Richfield's contention that the Plan is not the subject of compulsory collective bargaining.

Richfield in its brief argues that "no employer can be compelled by law to provide for the acquisition of its own shares by its employees, and the law gives neither to the employer nor to a trade union any right to compel employees without their consent, to buy the corporate shares of their employer, however needy that employer may be." The Company has offered, of its own volition, a plan by which employees will be assisted by Richfield in the purchase of the latter's shares. No one, so far as we can see, has asserted that Richfield can be compelled by law to provide for the purchase of its shares. No one has sought to compel employees, without their consent, to buy Richfield's shares. As a matter of fact, employees who enter upon the Plan, under its terms, may even withdraw from the purchase program at any time. The Plan in its every aspect was conceived and formulated by Richfield itself. We are offered by the language quoted a strange interpretation of the issue as we see it, yet the statement finds counterpart in other arguments offered in the Richfield brief.

For example, "Richfield's plan is offered as something separate from the wage agreement, to afford (as the plan states), an opportunity for employees to invest in the Company's stock, and thereby to promote a close and continuing association with the Company's business. As analysis discloses, the plan is nothing more than that," (emphasis added) we are told.

Since analysis is invited we look more closely at the terms proposed.

A Richfield employee having been employed for more than one year and being between the ages of 30 and 65, may at stated dates contribute through regular payroll deductions up to 5 per cent of his normal wage, but not less than $5 per month. Richfield then promises to contribute regularly an amount equal to onehalf of the employee's monthly contribution. "The Company will make an annual contribution of a sum based upon the ratio of its profits to invested capital which will adjust the total monthly contributions made by the Company to the following schedule." Then, having specified that "profits" shall mean the Company's net income after taxes for the preceding calendar year, Richfield in its schedule shows that its annual contribution will run from 50 per cent to 75 per cent. No cash or stock is to be distributed to anyone while a member of the Plan, but at or after age 55 a man may receive all cash and stock credited to his own member account, representing his contributions, and to a "trusteed" account, representing the Company contributions. If upon termination of service of less than 10 years, a man withdraws before age 55 except because of death or defined disability, he may receive all cash and stock credited to his "member" account, but only a reduced percentage of the same credited to his trusteed account, prorated according to a schedule of service. If he withdraws from the Plan while remaining an employee, an employee may receive only the cash and stock credited to his own member account, and, irrespective of age, or years of membership in the Plan, he will not be entitled to any part of the cash or stock in his trusteed account. There are other details which we need not now mention except that the Plan defines "service." That term shall mean the continuous period of time he is an employee of the Company "in accordance with its established policy." The Plan says: "Its continuity shall not be deemed broken during any period of authorized leave of absence or during...