Prime Healthcare Services - Encino Hospital, LLC d/b/a Encino Hospital Medical Center

National Labor Relations Board - Administrative Judge Opinions

Feb 18, 2016

31-CA-140827 (N.L.R.B. Feb. 18, 2016)

JD(SF)-07-16
Los Angeles, CA
UNITED STATES OF AMERICA
BEFORE THE NATIONAL LABOR RELATIONS BOARD
SAN FRANCISCO DIVISION OF JUDGES
PRIME HEALTHCARE SERVICES—
ENCINO HOSPITAL, LLC d/b/a ENCINO
HOSPITAL MEDICAL CENTER
Respondent
and Case 31–CA–140827
SEIU UNITED HEALTHCARE
WORKERS – WEST
Charging Party
PRIME HEALTHCARE SERVICES –
GARDEN GROVE, LLC d/b/a GARDEN
GROVE HOSPITAL AND MEDICAL CENTER
Respondent
and Case 31–CA–140844
SEIU UNITED HEALTHCARE
WORKERS–WEST
Charging Party
PRIME HEALTHCARE CENTINELA, LLC
d/b/a CENTINELA HOSPITAL MEDICAL CENTER
Respondent
and Case 31–CA–141016
SEIU UNITED HEALTHCARE
WORKERS—WEST
Charging Party
Rudy Fong Sandoval, Esq., for the General Counsel.
John Fitzsimmons, Esq. (DLA Piper LLP (U.S.)), for the Respondents.
Bruce Harland, Esq. and Monica Guizar, Esq. (Weinberg, Roger & Rosenfeld),
for the Charging Party SEIU UHW-West.
DECISION
STATEMENT OF THE CASE
LISA D. THOMPSON, Administrative Law Judge. SEIU United Healthcare Workers—West (the
Union/Charging Party/UHW) filed a charge against Prime Healthcare Services —Encino Hospital
Medical Center, Prime Healthcare—Garden Grove Hospital and Medical Center and Prime Healthcare—
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Centinela Hospital Medical Center (collectively known as Respondents or Prime). The Union alleged that
Respondents violated Section 8(a)(5) and (1) of the National Labor Relations Act (the Act) when Prime
failed/refused to furnish information requested by Union (the “failure to furnish” charges).
The Union filed another charge against Prime alleging that Respondents violated Section 8(a)(5)
and (1) of the Act when Prime failed/refused to execute a complete written agreement reached between
the parties on November 10, 2014, which was to be incorporated in a collective-bargaining agreement
(the “failure to execute” charges).
On February 27, 2015, the Regional Director for Region 31 consolidated both charges and issued
a consolidated complaint and notice of hearing in this matter. Respondents filed their answer, denying all
material allegations and setting forth their affirmative defenses to the complaint. However, in an Order
dated May 4, 2015, the “failure to furnish” charges were severed and stayed pending an appeal and
determination by the National Labor Relations Board (the Board) on a prior case, Prime Healthcare, et
al., JD (SF)-57–14, that was heard and decided by Administrative Law Judge (ALJ/Judge) Jeffrey
Wedekind.1 Thus, the “failure to execute” portion of the complaint proceeded to hearing.
The “failure to execute” charges were tried before me in West Los Angeles, California, from
September 2–4, 2015.2 All parties were afforded a full opportunity to appear, introduce evidence,
examine and cross-examine witnesses, argue orally on the record, and file briefs. After carefully
considering the parties’ briefs and the entire record, for the reasons set forth below, I find that
Respondents violated the Act as alleged in the complaint.3
FINDINGS OF FACT
I. JURISDICTION AND LABOR ORGANIZATION STATUS
Prime owns and operates several hospitals in California. It acquired Centinela Hospital Medical
Center (Centinela) from Centinela Freeman Healthsystems in November 2007. Prime also purchased
Encino Hospital Medical Center (Encino) and Garden Grove Hospital and Medical Center (Garden

1 See Jt. Stip. 1, ¶1. As one of their primary affirmative defenses to the “failure to furnish” charges in this case and in the
prior case before Judge Wedekind, Respondents asserted that they were not obligated to bargain in good faith with or furnish the
information requested by the Union because the Union had a “conflict of interest.” As grounds therefor, Respondents argued that
the Union was disqualified from representing the unit employees, because the Union participated in a strategic partnership with
Prime’s main competitor, Kaiser, to disparage Prime’s reputation; thus, the Union acted in bad faith. This defense was rejected by
Judge Wedekind and is the subject of an appeal to the Board. As such, the “failure to furnish” charges in this case were severed
from the “failure to execute” portion of this complaint. In light of the appeal, the parties stipulated that Respondents would not
raise the Union’s “conflict of interest” argument as a defense to bargaining in this case. See Jt. Stip. 1, ¶3.
Abbreviations used in this decision are as follows: “Jt. Stip” for the Joint Stipulation; “Jt. Exh.” for the parties’ Joint
Exhibits; “GC Exh.” for the General Counsel’s Exhibits; “R. Exh.” for Respondents’ Exhibits; “CP Exh.” for the Charging
Party’s Exhibits; “GC Br.” for the General Counsel’s brief; “R Br.” for the Respondents’ brief; and “CP Br.” for the Charging
Party’s brief.
2 GC Exh. 1bbb, ¶18. At trial, counsel for the General Counsel (GC/General Counsel) moved to withdraw his request for
an “order requiring Respondents to reimburse the Union for its costs and expenses incurred in collective bargaining for all
negotiations stemming from the alleged failure to execute the agreement…from November 11, 2014 forward.” I granted the
General Counsel’s motion but gave the Union leave to request this remedy in its closing briefs.
3 Specific citations to the transcript and exhibits are included where appropriate to aid review, and are not necessarily
exclusive or exhaustive. In making credibility findings, all relevant factors have been considered, including the interests and
demeanor of the witnesses; whether their testimony is corroborated or consistent with the documentary evidence and/or the
established or admitted facts; inherent probabilities; and reasonable inferences that may be drawn from the record as a whole.
See, e.g., Daikichi Corp., 335 NLRB 622, 633 (2001), enfd. 56 Fed. Appx. 516 (D.C. Cir. 2003); and New Breed Leasing Corp.
v. NLRB, 111 F.3d 1460, 1465 (9th Cir.), cert. denied 522 U.S. 948 (1997).
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Grove) from Tenet Healthcare in July 2008. It is undisputed that, at all material times, Centinela, Encino
and Garden Grove have been employers engaged in commerce within the meaning of Section 2(2), (6),
and (7) of the Act, and have been health care institutions within the meaning of Section 2(14) of the Act.
Prime continued to operate Centinela, Encino and Garden Grove in basically unchanged form and
retained a majority of the employees at the three hospitals. Prime adopted the collective-bargaining
agreement (CBA) between the UHW and Centinela Freeman Healthsystems for Centinela as well as the
two CBAs between the UHW and Tenet for Encino and Garden Grove. All three CBAs covered the
service, maintenance, skilled maintenance, technical and business office employees at the three hospitals.
Centinela’s CBA expired on December 31, 2009. Encino’s and Garden Grove’s CBAs expired on March
31, 2011.
It is also undisputed that, at all material times, the United Healthcare Workers—West has been
the exclusive collective-bargaining representative of the Encino, Garden Grove and Centinela units as
they are described in paragraphs 9(a), 10(a) and 11(a) of the complaint.4 Accordingly, Respondents
admit, and I find that, at all material times, the UHW is a labor organization within the meaning of
Section 2(5) of the Act.
II. ALLEGED UNFAIR LABOR PRACTICES
A. Background Facts
In order to better understand the unfair labor practices alleged in this case, it is important to
describe the events in the months leading up to the negotiations for the successor CBAs for Encino,
Garden Grove and Centinela.
1. Initial Negotiations for Successor CBAs for Encino, Garden Grove and Centinela Hospitals.
Beginning around 2010, the parties met to negotiate successor agreements for the unit employees
at the three hospitals. During these negotiations, Richard Ruppert (Ruppert) served as the chief negotiator
for the Union, and Mary Schottmiller (Schottmiller) served as the chief negotiator for Prime. The parties
negotiated intermittently for several years. Bargaining was slow, with the parties trying to individually
negotiate an agreement for each of the three hospitals. Negotiations languished and, ultimately, no deal
was reached.
2. Daughters of Charity Health System.
The Daughters of Charity Health System (DOC or Daughters) is a health care system that is
comprised of six hospitals located in the cities of San Mateo, California, Santa Clara County, California
and Los Angeles, California. The UHW represented a total of approximately 3,000 employees within all
six of the DOC hospitals.
Sometime in 2014, the DOC announced it intended to sell its hospital system. Prime was one of
the entities interested in acquiring the DOC, so Prime, along with a number of other entities, bid on the
sale of the DOC.
In October 2014, the DOC named Prime as the lead bidder. However, before Prime could
actually acquire the DOC system, Kamala Harris, California’s Attorney General, needed to

4 GC Exh. 1(bbb), ¶¶9(a), 10(a), and 11(a).
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approve the transaction. This encompassed a multi-step, multi-pronged process where Prime had to: 1)
negotiate a sale agreement with the DOC, 2) submit the sale for approval to the California Attorney
General, 3) undergo a review and public hearing process led by the state Attorney General’s office to
ensure the sale did not violate any anti-trust laws, 4) secure the Union’s support for the deal, and 5)
negotiate successor CBAs among all the hospitals (to include the six hospitals within the DOC system [if
Prime’s bid was approved] along with Encino, Garden Grove and Centinela). Accordingly, since the
transaction needed to be approved by the Attorney General, and proceed through a public hearing
process, opportunities existed for the general public and the Union to weigh in on the transaction.
Initially, the Union opposed Prime’s acquisition of the DOC. However, in order to effectuate
the deal and receive the Union’s support, Prime wanted to reach a global settlement to resolve all of
the issues between Prime and the Union and fix “really problematic labor terms in the Daughters'
system, which made those systems not viable.”5 Prime believed that, with the Union’s support of the
deal, it would pave a smooth path toward Attorney General’s approval of the Daughters’ acquisition.
By the same token, since the UHW also represented a majority of employees at the Daughters system,
the DOC also believed the UHW’s support of Prime’s bid to acquire it was necessary to smooth the way
for the acquisition bid.
As a result, Daughters’ representatives facilitated s e v e r a l meetings between representatives
of Prime and the Union in an effort to resolve outstanding issues between the parties and gain the
Union’s support for Prime's bid to acquire the DOC.
3. The global Memorandum of Understanding.
Between mid-October and November 2014, various representatives of Prime and the Union met
over a two-and-a-half week period to try to reach a g l o b a l s e t t l e m e n t agreement, also called a
Memorandum of Understanding (MOU). The MOU was intended to be a complete agreement between
Prime and the Union and establish a long-term relationship between the parties in the event that Prime’s
purchase of the DOC was approved. The MOU contained four main components, which included:
1. A framework for a master CBA for the DOC system. Obtaining a master CBA
for all of the DOC’s hospitals was important to Prime, because Prime wanted to
cut labor costs substantially at the DOC in order for Prime’s acquisition of the
DOC to be financially viable. By the same token, obtaining a master CBA for the
DOC system was important for the Union so it could have consistent,
comprehensive labor terms between the DOC’s, Encino’s, Garden Grove’s and
Centinela’s unit employees.
2. An organizing election agreement which outlined the procedures/ timetables for the Union
to organize other Prime hospitals.
3. Reaching a labor peace agreement between Prime and the Union to resolve all
outstanding litigation between the parties.
4. Establishing successor CBAs for Encino, Garden Grove and Centinela. This
component was the most relevant to this case. There were three topics that
were paramount in the CBA negotiat ions:

5 Tr. at 180.
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a. Single Bargaining Unit. The parties intended that the Encino, Garden Grove and
Centinela units be merged into a single bargaining unit.
b. Paid Healthcare. As part of the negotiations, Prime agreed to provide healthcare to
all unit employees at the three hospitals.
c. California Differential. The California differential was a pay practice instituted in
California in 2000 where employers were required to pay overtime after eight hours
worked in a day, rather than after 40 hours worked in a work week. This pay
practice was in place at Centinela but not at Encino or Garden Grove. Because there
were different pay scales at each of the three hospitals, dealing with and agreeing
upon the California differential at Centinela was necessary to provide pay
consistency among the three hospitals.
Prime initially insisted that all of the components of the MOU be agreed upon, because, for
example, without a master CBA for the DOC system, Prime could not afford to purchase the DOC
system, much less make the necessary financial concessions for the CBA for Encino, Garden Grove and
Centinela. Accordingly, as it related to the three hospitals’ CBA, the parties originally contemplated
that the CBA for the three hospitals would not become effective until the DOC acquisition was
complete and the entire MOU was agreed upon.6
By early November 2014, there was a sense of urgency for Prime and the DOC to reach an
agreement on the MOU, because it was rumored that the Attorney General's approval of the DOC
transaction would occur during the week of November 2, 2014. As such, the parties began negotiating
the terms of the MOU in earnest. Initially, there were several sets of high level meetings, including
numerous individuals for both parties. Specifically, Dr. Prem Reddy, Prime’s CEO (Reddy), Joseph
Turzi, an attorney and labor consultant hired by Prime (Turzi), Schottmiller, Prime’s Senior Labor
Counsel, Troy Schell, Prime’s General Counsel (Schell), Mike Sarian, Prime’s President of Operations
(Sarian), and sometimes Kavitha and Sunitha Reddy, Dr. Reddy’s daughters participated for Respondents.
David Regan, the Union’s president (Regan), David Miller, Mr. Regan’s assistant (Miller), and Bruce
Harland, counsel for the Union (Harland), participated for the Union. These initial meetings involved all
aspects of the MOU. While discussions proceeded, the parties were slow to come to agreement on all of
the components of the MOU.
Given the level of urgency to get a deal done quickly, Conway Collis (Collins), a DOC
representative who also participated in the meetings and served as a mediator, encouraged the parties
to continue to meet and attempt to reach an agreement on the MOU. The parties agreed to meet, by
telephone, on Friday, November 7.
B. Negotiations for Successor CBA for Encino, Garden Grove and Centinela
Between mid-day on November 7 and early morning on November 8, Reddy, Sarian,
Schottmiller, Schell, and Turzi participated in negotiations with the Union by telephone on the global
MOU. For the most part, the negotiations focused on an arbitration provision in the MOU.
By 11:00p.m. on November 7, the parties agreed to break off into teams so that certain members
of both sides could tackle outstanding components separately to move more quickly toward agreement.
As such, the parties agreed that Schottmiller, representing Prime, and Greg Pullman, the Union’s

6 However, this condition was removed as will be discussed in detail later in this decision.
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Chief of Staff (Pullman), would work out the terms for successor CBAs covering the three hospitals.
Over the course of the next few hours, Schottmiller and Pullman negotiated the terms of a CBA
that covered unit employees at Encino, Garden Grove and Centinela. Schottmiller preferred to negotiate
by email and wanted to put everything in writing to avoid any disagreements.7 She copied Harland and
Sarian on all of the emails between her and Pullman.
Schottmiller emailed Pullman the first proposal of the night (written in a table format and was
referred to as the term sheet). Schottmiller’s proposal included several issues that needed to be resolved.8
One of the issues requiring resolution was the elimination of the “California differential” at
Centinela.9
At this point, it is necessary to provide background concerning negotiations on the California
differential. In October 2014, Schottmiller had been negotiating with Chief Union negotiator Ruppert on
the differential issue. As of October 24, 2014, Respondents proposed to eliminate the California
differential at Centinela as well as a new alternative base pay rate for any 12-hour employees at Centinela
who would be converting to the new base pay rate in the contract. The Union did not respond to this
proposal.10 Because of this, according to Schottmiller, Prime wanted to have an agreement on the
differential up front versus hammering out the specifics on the differential after contract ratification.11
However, as will explained later in this decision, Pullman, who was now in charge of negotiating the
terms of a successor CBA for the hospitals for the Union, was unaware of this history.
In response to Schottmiller's proposal, Pullman proposed to deal with the differential after the
parties reached an agreement on a CBA. Nevertheless, Pullman emailed his redlined changes to
Schottmiller’s remaining proposal terms. He also requested a proposal from Schottmiller on the
differential.12
By 11:54 p.m. on November 7, Schottmiller emailed Pullman (again, copying Harland and
Sarian) advising that she thought the parties were close to finalizing a deal on a CBA.13 However, in
response to the California differential issue, Schottmiller told Pullman that the parties had previously
reached a tentative agreement on it.14 This, however, was incorrect as will be discussed later in this
decision. In any event, Schottmiller also attached a draft of the master CBA for the DOC.
In response, Pullman emailed Schottmiller at 12:18 a.m. on November 8 confirming that anything
the parties had not specifically changed would return to the current contract language. Schottmiller
agreed.15
By 3:35 a.m. on November 8, Schottmiller and Pullman concluded their negotiations and had
reached a tentative agreement on t h e t e r m s f o r a C B A covering the Encino, Garden Grove and

7 Jt. Exh. 1 at 5 (Nov. 7, 2014, 11:08 p.m. email), 7–8.
8 Id. at 7–8.
9 Id, see also R. Exh. 88 at 13.
10 R. Exh. 88 at 13.
11 Id. at 8, see also R. Exh. 24.
12 Jt. Exh. 1 at 5 (Nov. 7, 2014, 11:36 p.m. email), 9-10.
13 Id. at 5 (Nov. 7, 2014, 11:54 p.m. email).
14 R. Exh. 44 at 4. Schottmiller testified that, during her negotiations with Ruppert, she thought the parties reached a
tentative agreement on the differential issue. Id.
15 Jt. Exh. 1 at 4–5 (Nov. 8, 2014, 12:18 a.m. and 12:21 a.m. emails).
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Centinela bargaining units.16 As for the California differential issue, the parties wrote: “The
California Differential solution agreed upon at Centinela will be included.”17 However, no language
regarding the specifics of what was agreed upon was included in the term sheet. Rather, Pullman
included language that the parties would verify the tentative agreement on the differential or include
the specific terms regarding the differential at a later date.
In any event, while the parties appeared to reach agreement on the CBA, the pa r t i e s ’
agreement was only tentative, because it was only one component of the MOU, and the parties had
not yet reached agreement on the entire MOU. Despite this, Pullman emailed Collis and
Schottmiller the final version of the tentative agreement for the three hospitals.18
C. Alleged Agreement to Execute Terms to be Incorporated in to a CBA Covering
Encino, Garden Grove, and Centinela
Schottmiller reviewed Pullman’s November 8, 2014, 12:21 a.m. email and discussed it with
Reddy, Sarian and Schell. On November 10, at 12:04 p.m., Schottmiller emailed Pullman, copying
Harland, Sarian and Schell, stating that Prime was “in agreement” with the terms, “even absent a
signed MOU.”19 In explaining the statement “even absent a signed MOU,” Pullman testified
that he read Schottmiller’s statement to mean that Prime would execute the terms for the three hospitals’
CBA regardless of whether the parties agreed on all of the other components of the MOU.20 In fact, both
Schottmiller and Turzi testified that, at some point during negotiations between November 8 and 10,
Prime decided not to insist on conditioning the hospitals’ CBA on signing a global MOU. However,
on cross-examination, Schottmiller changed her testimony, explaining that the Union “knew” that
Prime still wanted simultaneous settlements on the master DOC CBA.
At this point, it is important to discern precisely what was meant by the term “even absent a
signed MOU,” a matter that turns on an evaluation of the language in the document and credibility. To
that end, after reviewing the document itself, I credit Pullman’s interpretation of the phrase over that of
Schottmiller.
First, I find that the language in the document speaks for itself. It clearly states that
Schottmiller, speaking for Prime, agreed to the terms for the CBA even without agreement on the
other components of the MOU. Second, I find that Pullman’s testimony on this issue was consistent
throughout direct and cross-examination. He answered questions fully and was neither vague nor
evasive in his responses. Moreover, his testimony on this point was corroborated by Turzi, who
credibly testified that Prime dropped the condition that agreement on any one component was
contingent on agreement on the entire MOU.
In contrast, I do not find Schottmiller’s testimony credible on this point. In fact, I found
Schottmiller’s explanations vague, evasive, confusing and inconsistent (particularly on cross-
examination by the Charging Party’s counsel). While Schottmiller tried to explain that she
“misspoke” when she wrote “even absent a signed MOU,” rather that she meant “even absent a deal
on the master CBA for the DOC,” her testimony was unpersuasive and incomprehensible for several
reasons.

16 Jt. Exh. 1 at 2 (Nov. 8, 2014 3:35 a.m. email).
17 R. Exh. 46 at 9.
18 Id. at n. 16.
19 R. Exh. 62 at 3.
20 Tr. at 80.
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First, even assuming Schottmiller meant to write “even absent a deal of the master CBA for
the DOC,” she certainly could have written that statement. I note that Schottmiller is an attorney and
seasoned negotiator; thus, should understand the importance of wording during contract negotiations.
Second, any reasonable reader viewing the circumstances of the parties’ bargaining to that
point would understand that “even absent a signed MOU” does not mean that Prime was willing to
execute a deal on the three hospitals’ CBA only if they had a deal on the master CBA for the DOC.
To proffer such an argument is patently ridiculous.
Third, and most importantly, Schottmiller’s “explanation”—that while Prime decided not to
insist on agreement on the global MOU it still wanted simultaneous settlements on the CBA for the
hospitals and the DOC—defies logic, particularly in light of the fact that she testified that she
conferred with Reddy, Sarian and Schell at each stage of the negotiations and none of them objected
to Schottmiller’s “even absent a signed MOU” statement.
The fact is that nothing in the record or testimony adduced by Respondents supported
anyone’s understanding that “even absent a signed MOU” meant the CBA for the three hospitals was
specifically conditioned on signing a CBA for the DOC. Rather, all Schottmiller could say in
response to what she meant by “even absent a signed MOU” was that the parties “all knew” that they
were negotiating all the deals in combination. However, as Schottmiller also “knows,” the document
speaks for itself.
Accordingly, I find that, as of November 10, at 12:04 p.m., Prime agreed to the terms of the
three hospitals’ CBA and was willing to execute a CBA without any conditions. That included not
having an agreement on a master CBA for the DOC.
In any event, it is undisputed that, in her 12:04 p.m. email, Schottmiller returned the
part ies’ agreed-upon terms to a table format . She also inquired whether the Union
was “ready to execute the CBAs” that week.21 After reviewing Schottmiller’s attached proposal,
Pullman responded at 12:28 p.m. thanking Schottmiller for the outreach and noted that the Union was
“ready to execute the CBAs” that week. Pullman returned the agreed-upon terms to a bulleted format (so
the terms would be easier to read) and attached it to his email.22 With regard to the California differential,
the final language simply stated, [by Respondent], “We already T/A’ed a proposal with Richard [Ruppert]
on how this would work,” [by the Union], “we can verify tomorrow or send us the T/A” and [by both
parties], “The California differential solution agreed to will be included.”23
Upon receipt of Pullman’s email, Schottmiller again reviewed the attachment and determined
that it accurately reflected the parties’ agreement. Schottmiller responded by email, at 12:31 p.m.,
clarifying one point —namely that any grievances “filed at any hospitals, even if they were not appealed to
arbitration, need[ed] to be gone.” Six minutes later, at 12:37 p.m., Pullman responded that the Union
agreed and he “re-wrote [the bullet point on the term sheet] to make it clear. Pullman then asked Schottmiller
“if we can sign off on this document.” Pullman again attached the amended term sheet to his email.

21 Again, Schottmiller’s testimonial explanation is incredible in light of her 12:04 p.m. email. If the CBAs were
conditioned upon the parties’ agreement on the master CBA for the DOC, as Schottmiller would have me to believe, why would
she want the Union to sign the CBA that same week? Her explanation is illogical. Rather, Schottmiller’s 12:04 p.m. email
supports the parties’ understanding that “even absent a signed MOU” meant that Prime had agreed to the terms of the CBAs and
was ready to execute the agreement without any other conditions attached.
22 Jt. Exh. 2 at 44 (Nov. 10, 2014, 12:28 p.m. email), 49; see also Tr. at 81–82.
23 R. Exh. 46 at 9; see also Jt. Exh. 2 at 51.
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Schottmiller again reviewed Pullman’s email and attachment, term by term, and discussed it with
Reddy, Schell and Sarian. There was no mention about the California differential language. In addition,
Prime never objected to the fact that the application of overtime wages without the differential would be
verified “tomorrow,” and they never sent the Union the language of the tentative agreement on the
differential issue.
Nevertheless, Schottmiller testified that, after she, Reddy, Schell and Sarian reviewed and
discussed the document, she received the “ok” from Reddy to sign the agreement. At 12:41 p.m.,
Schottmiller emailed Pullman stating, “We are good to go. I’m in negotiations today, so I will sign
tomorrow. If you want to sign and send to me today, I can sign first thing tomorrow morning.”24
Schottmiller also requested that Pullman cancel the remaining bargaining sessions that were previously
scheduled for later in the week.
In light of the purported agreement, Pullman agreed to cancel the bargaining sessions. Pullman also
told Schottmiller that Ruppert would contact her to verify that the parties were implementing the correct
wage scales pursuant to the new agreement.25 At 3:32 a.m. on November 11, Schottmiller responded
informing Pullman that Prime was "running the numbers on the health care premiums” and that she would
“send as soon as I get it."
D. Prime Refuses to Execute the Agreement Covering Encino, Garden Grove and Centinela
At some point, between 3:32 a.m. and 12:41 p.m., on November 11, Schottmiller met with Reddy,
Sarian, and Schell to discuss the three hospitals’ agreement. Schottmiller testified that, during this
conversation, Reddy directed Schottmiller to refuse to sign the agreement. According to Schottmiller, the
only reason Reddy gave for instructing her not to sign the agreement was because he wanted the
hospitals’ CBA to be contingent on the master CBA for the DOC. Dr. Reddy was not called to
testify.
Meanwhile, earlier that same morning, Ruppert emailed Schottmiller in an effort to finalize how
overtime wages would be calculated without the differential.26 Rupper t no ted that, while the
parties were close to agreement on the differential, they had not yet agreed on all terms.
Nevertheless, he proposed additional language to be included in the settlement. While Ruppert
acknowledged that he was “not trying to bargain the settlement proposal” he wanted to ensure that the
parties were “clear on the CD [California differential] settlement.”27
By 12:41 p.m., Schottmiller received an email from Pullman asking her why she had not yet
signed and returned the agreement as promised. Schottmiller responded to Pullman te l l ing him that
she “cannot sign the attached [three hospitals agreement] until [ the part ies] reach agreement on the
Daughter's deal.”28 At 2:15 p.m., Schottmiller responded to Ruppert's 8:39 a.m. email, and without
addressing the substance of it, Schottmiller told him that she had “just let Greg know that [Prime]
cannot agree to the three contracts until we reach an agreement on the Daughters.”29

24 Here again, Schottmiller’s testimonial “explanation” about the meaning of “even absent a signed MOU” lacks credibility
in light of her 12:41 p.m. email.
25 R. Exh. 46 at 9.
26 R Exh. 59.
27 R. Exh. 59a at 1.
28 Jt. Exh. 4, at 59, Tr. at 88.
29 R. Exh. 59a at 1.
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Immediately following Schottmiller’s email, the Union filed the instant unfair labor practice
charge in this case.
III. DECISION AND ANALYSIS
A. The Parties’ Positions
The sole issue in this case is whether Respondents violated Sections 8(a)(5) and (1) of the Act
when they purportedly reached a complete agreement with the Union on a CBA covering Encino, Garden
Grove and Centinela Hospitals but failed to execute the written agreement.
The General Counsel (GC) argues that Respondents violated the Act because they failed/refused
to execute the agreement after the parties reached a “meeting of the minds” and established a complete
agreement on all substantive terms of the hospitals’ CBA. According to the GC and the Union, once
Respondents dropped the condition that agreement on the hospitals’ CBA be contingent on an agreement
on the global MOU, the parties reached agreement on all terms on November 10, 2014, which, under
Section 8(d), required Prime to execute.
Respondents deny that they violated the Act in any respect. Specifically, Prime asserts that the
parties never reached an agreement on the hospitals’ CBA because: (1) Schottmiller did not have
authority to bind Prime to an agreement, (2) the parties “understood” that a CBA agreement covering the
three hospitals was contingent on reaching agreement on the DOC’s master CBA, and (3) the parties
never reached agreement on all of the material terms of the CBA.
B. Prevailing Legal Authority
It is well settled that Section 8(d)’s obligation to bargain collectively requires either party, upon
the request of the other party, to execute a written contract incorporating the agreement reached during
negotiations.30 Where the parties execute a memorandum of agreement which incorporates provisions of
the former contract with additional terms agreed upon, the parties are obligated to execute the full
collective-bargaining agreement containing the entire contract between the parties.31 However, this
obligation arises only if the parties had a “meeting of the minds” on all substantive and material terms of
the agreement.32 The General Counsel bears the burden of showing not only that the parties had the
requisite “meeting of the minds,” but also that the document which Respondents refused to execute
accurately reflected that agreement.33 If it is determined that an agreement was reached, a party's refusal
to execute it is a violation of the Act.34

30 Windward Teachers Assn., 346 NLRB 1148, 1150 (2006).
31 Electrical Workers Local 1228 (RKO General), 130 NLRB 342, 343–344 (1977); Auto Workers Local 365 (Cecilware
Corp.), 307 NLRB 189, 192 (1992).
32 Sunrise Nursing Home, 325 NLRB 380, 389 (1998).
33 See Kelly’s Private Car Service, 289 NLRB 30, 39 (1988), enfd. sub nom. NLRB v. W.A.D. Rentals Ltd., 919 F.2d 839
(2d Cir. 1990); Cherry Valley Apartments, 292 NLRB 38, 40 (1988); Paper Mill Workers Local 61 (Groveton Papers Co.), 144
NLRB 939, 941–942 (1963).
34 Cherry Valley Apartments, supra at n. 33 (burden of proof is on the party alleging the existence of the contract), see also
Graphic Communications Union District 2 (Riverwood International USA), 318 NLRB 983, 990 (1995), see also H. J. Heinz Co.
v. NLRB, 311 U.S. 514 (1941), Hospital Employees Local 1199 (Lenox Hill Hospital), 296 NLRB 322 (1989)(once a “meeting of
the minds” has been established, a contract may come into existence even before its execution).
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A “meeting of the minds” occurs when there has been an agreement on “all substantive issues and
material terms of the agreement.”35 A “meeting of the minds” does not require that both parties have
identical subjective understandings on the meaning of the material terms of the contract.36 Accordingly,
the focus of the inquiry is not “the parties’ subjective inclinations, but . . . their intent as objectively
manifested in what they said to each other . . . [their] words and actions . . . [and] their ‘tone and
temperament.”37
C. Analysis
1. Schottmiller had authority to negotiate and sign the Agreement on Respondents’ behalf.
Before tackling the ultimate question of whether the parties reached an agreement in their 2014
CBA negotiations, I must establish whether Schottmiller had authority to speak on Respondents’ behalf.
Here, Respondents contend that it could not agree on the three hospitals’ CBA, because Schottmiller did
not have authority to enter into and/or sign the contract. The GC and the Union counter that, based on the
evidence, Schottmiller was clearly given authority to negotiate and enter into an agreement with the
Union; and as such, she was an agent of Respondents within the meaning of Section 2(13) of the Act. I
agree with the GC and the Union.
On the issue of authority, the Board has long recognized that an agent assigned to negotiate a
collective-bargaining agreement is deemed to have apparent authority to bind his or her principal in the
absence of clear notice to the contrary. A principal may limit its agent’s authority, however, by giving
clear and timely notice (before an agreement is reached) to the other party that any tentative agreement is
contingent on subsequent approval or ratification.38
In this case, the evidence is clear that Schottmiller had (at minimum) apparent authority to
negotiate (on Prime’s behalf) with the Union on the successor CBA for the three hospitals. Record
evidence establishes that Schottmiller was one of the negotiators during the multiple meetings with the
Union, Prime and DOC officials regarding the global MOU. When the DOC approval process appeared
imminent, Schottmiller was specifically instructed to engage the Union in separate negotiations on a CBA
for Encino, Garden Grove and Centinela. In so doing, Schottmiller became Prime’s chief negotiator, took
the lead on responding to the Union's contract proposals and communicating Prime’s counterproposals.
Schottmiller also copied Reddy, Prime’s CEO and ultimate decision maker, Sarian, Prime’s President of
Operations, and Schell, Prime’s General Counsel on every proposal/counterproposal to the Union, and at
no time, did any of them disavow her authority to act/negotiate on Prime’s behalf. In addition, no one
from Prime ever told the Union that Schottmiller needed permission from Reddy to negotiate/bind Prime
to an agreement.
Most importantly, when the parties reached a tentative agreement on the hospitals’ CBA,
Schottmiller’s own testimony reveals that she, Sarian, Schell and Reddy discussed the terms of the CBA,
and thereafter, Reddy told Schottmiller to sign the agreement.

35 Teamsters Local 771 (Ready-Mixed Concrete), 357 NLRB 2203, 2208.
36 Diplomat Envelope Corp., 263 NLRB 525, 535–36 (1982), see also Health Care Workers Union, Local 250 (Trinity
House), 341 NLRB 1034, 1037 (2004) (“Subjective misunderstandings or misunderstandings as to the meaning of terms which
have been agreed to are irrelevant provided that the terms themselves are unambiguous judged by a reasonable standard”).
37 Id. (the “hallmark indication that a binding agreement has been reached” consists of ending a meeting or series of
meetings “with handshakes and mutual expressions of satisfaction on the successful outcome of their endeavor”).
38 A. W. Farrell & Son, Inc., 359 NLRB No. 154, slip op. at 2 (2013); Teamsters Local 771 (Ready-Mixed Concrete), supra,
at 2207 (2011).
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Lastly, although Prime downplayed Schottmiller’s role in bargaining and negotiations for
Respondents, I find that Respondents have repeatedly given Schottmiller apparent, if not actual authority,
to bind them in union negotiations. For example, Schottmiller served in a similar capacity as chief
negotiator for Respondents when she negotiated and signed: (1) a Memorandum of Agreement with the
Northern Rhode Island United Nurses & Allied Professionals Local 5067, (2) the 2013–2016 contract
with the Garden Grove Registered Nurses Association/United Nurses Associates of California, and (3) the
2014–2018 contract with Encino’s 121 RN Union California Nurses Association.39
Given the aforementioned facts and the absence of any clear and timely notice to the Union that
Schottmiller’s bargaining authority was contingent on subsequent approval by Dr. Reddy, I find that,
clearly, Schottmiller was an agent of Respondents as set forth in Section 2(13) of the Act and maintained
authority to bind Respondents to the terms of a successor CBA contract.

2. The Parties Unconditionally Reached an Agreement on the Three Hospitals’ CBA.
Next, the parties disagree on whether they reached agreement on the terms for the hospitals’
CBA. The GC and the Union argue that the parties reached an unconditional agreement on November 10,
2014. Respondents contend that the parties never had a complete agreement, because such a deal was
contingent on an agreement on the master CBA for the DOC. Again, I agree the GC and the Union and
find absolutely no merit to Respondents’ assertions.
In fact, record evidence proves that the parties reached agreement on the terms for the hospitals’
CBA on November 10, 2014. Specifically, when Schottmiller emailed Pullman at 12:04 p.m. that Prime
was “in agreement” with the terms of the three hospitals CBA “even absent a signed MOU, I
previously determined that that phrase unequivocally removed any conditions that agreement on the
CBA was contingent on reaching agreement on any other component of the global MOU (i.e.,
reaching agreement on the DOC deal).40 By 12:41 p.m., Schottmiller reinforced Prime’s agreement
and their willingness to execute the hospitals’ CBA without conditions when, after conferring with
and getting permission from Dr. Reddy, she told the Union that Prime was “good to go” with the
terms of the hospitals’ CBA and she would “sign [the agreement] tomorrow.”
In accepting the contract terms, both parties also made remarks that were the email equivalent of
shaking hands on the deal. Specifically, Schottmiller asked Pullman via email to cancel subsequently
scheduled bargaining sessions, and Pullman informed Schottmiller via email that Ruppert would contact
her to verify the correct wage scales and thanked her for her assistance in getting the parties to an
agreement.41 I find nothing in the record that even remotely suggests that, by Schottmiller’s actions,
the Union incorrectly assumed that Respondents did not intend to execute the hospitals’ CBA
separate from the other components of the global MOU.
Although Respondents argue that Schottmiller “miscommunicated” what she meant when
Respondents were “in agreement” with the terms “even absent a signed MOU” and that the Union
“understood” that the hospitals’ CBA was intertwined with the DOC deal, as stated earlier in this
decision, such an argument is patently ridiculous. Clearly, if Prime intended the hospitals’ CBA to

39 CP Exhs. 1, 2, 4–5.
40 See Ethan Enterprises, 342 NLRB 129, 133 (2004)(where a party claims that agreement on a contract is subject to a
condition precedent, notice to the party that the condition is no longer required removes the condition precedent and allows for
agreement to be reached).
41 See Teamsters Local 771 (Ready-Mixed Concrete), supra at 357 NLRB 2203, 2208 (explaining that handshakes and
mutual expressions of satisfaction about the successful negotiation of a contract are “hallmark indication[s] that a binding
agreement has been reached at the end of negotiations”); Windward Teachers Assn., 346 NLRB at 1150–1151 (same).
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be conditioned on agreement on the Daughters’ deal, Schottmiller, as an attorney and experienced
negotiator, could have easily said so. She did not.42 Neither did Reddy, who reviewed the terms, nor
Sarian or Schell, who were copied on the November 10 email stream.
Rather, I find the plain reading (and meaning) of Schottmiller’s November 10 email speaks
for itself. Specifically, when Respondents agreed to the terms of the hospitals’ CBA “even absent a
signed MOU,” Prime basically conveyed to the Union that Respondents were willing to enter into a
CBA covering the hospitals “as a standalone matter.”43 As the Union’s counsel pointed, “there is no
other way to read [that] phrase.”44 Accordingly, when Schottmiller received authority from and was
instructed by Dr. Reddy to agree to and sign the terms of the hospitals’ CBA, she unconditionally
bound Respondents to those terms with the Union.
3. The Parties Came to a Meeting of the Minds on the Three Hospitals’ CBA.
Since I find that the parties reached an agreement on November 10, 2014, the only remaining
issue is whether there was a “complete” agreement, or a meeting of the minds, on all substantive and
material terms. On this point, and an important one indeed, the parties dispute whether there was
agreement on the California differential issue involving Centinela Hospital.
First, I conclude that the California differential was a material term of the agreement. Although
the Union argues that the differential issue was immaterial because it “impacted only a subset of
employees at Centinela hospital,” the Union’s argument misses the point. Rather, the differential issue is
material, because the parties’ intent was to ensure that the wages of all unit employees at all of the three
hospitals were consistent across the board. In fact, testimonial and documentary evidence revealed that
the parties envisioned drafting and implementing one CBA for all three hospitals such that the differential
issue at Centinela needed to be resolved so the salary/wage scales and bonus structure for all bargaining
unit employees at the three hospitals would be the same.
However, I find that there was a meeting of the minds on the California differential; to wit,
because the parties had not specifically finalized the language on differential, they agreed to revert back
to the contractual language in the current CBA. The undisputed evidence clearly shows that Pullman, on
behalf of the Union, proposed that “anything the parties had not specifically changed would return to the
original agreement,” to which Schottmiller, on behalf of Respondents, agreed. The parties never
“specifically” changed the language on the differential so, according to their agreement, the original
differential language remained in effect.
Respondents contend that there was never a meeting of the minds between the parties because
they never fully agreed to all of the terms on the California differential. Here, Respondents point to
Ruppert’s November 11, 2014 email to Schottmiller where he states that the parties “…were very close
[on the California differential] but did not agree yet.”45 However, Respondents’ argument is misplaced.

42 Even if Prime had truly conditioned agreement on the hospitals’ CBA on reaching agreement on any other component of
the MOU, that in itself would have been unlawful since Respondents would have been conditioning agreement (on the CBA) on
nonpermissive subjects of bargaining (the global MOU). See NLRB v. Longshoremen, 443 F.2d 218, 220(5th Cir. 1971), enf’g.
181 NLRB 590 (1970).
43 GC Br. at 16.
44 CP Br. at 14.
45 R. Exh. 59a at 1.
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Respondents are partly correct that the parties had not finalized the language on the differential.
Specifically, the record reveals that, after Respondents proposed to eliminate the differential on October
24, 2014, the Union failed to object to it.46 Arguably, I could conclude that, by the Union’s silence, they
essentially acquiesced to eliminating the differential. However, what the parties had not finalized were
the details on how to implement overtime wages without paying the differential. Here, I point to
Respondents’ Exhibit 46 at Page 9, where the Union indicates that they would verify overtime wages
(which included clarifying how overtime wages would work without the differential) at a later date.
What Respondents and the Union ultimately agreed on was that they had already tentatively
agreed on how to apply overtime wages without the differential (which was incorrect) and that the parties
would either verify how those overtime wages would work “tomorrow” or Respondent would send the
Union what was tentatively agreed. However, there is no evidence anywhere in the record that the parties
changed or finalized the language regarding the differential. In essence, they really had not agreed to
anything regarding eliminating the differential.
While Respondents point to the above facts and analysis, what they overlook is the fact that
parties agreed that “anything not specifically changed” in the term sheet would revert back to the current
CBA language (emphasis added). Therefore, since the parties failed to specifically change the language
regarding the differential, based on their agreement about what would happen if there was a failure to
agree on any specific change, they have agreed to return to the California differential language as it read
in the original CBA with Centinela. Accordingly, when the parties reached agreement on November 10,
2014, on all of the remaining terms of the hospitals’ CBA, there was a meeting of the minds on all of the
material and substantive terms, and accordingly, a contract was formed.
Lastly, Respondents’ argue that, to the extent there was an agreement, it should be rescinded due
to a mutual mistake regarding agreement on the differential. Here, Respondents contend that, “because
Schottmiller and Pullman both erroneously thought there was an agreement [on the differential] despite
the lack of agreement . . . there [was] no contract due to the parties’ mutual mistake.”47 However, I find
this defense inapplicable, because the parties agreed that, if they failed to specifically change any
language, they agreed to revert back to the language in the current CBA. Since the parties failed to change
the differential language (because it was not finalized), they have agreed to return to the language in the
current CBA. However, so that I leave no stone unturned, assuming the doctrine of mistake is applicable,
I reject Respondents’ defense on those grounds.
For a mistake to void a contract, the mistake must constitute a “basic assumption on which the
contract was made” and must have a “material effect on the agreed exchange of performances.” 48 In
addition, Board law is clear that a contracting party's error, even if made in good faith, does not excuse its
refusal to execute a collective-bargaining agreement unless that error constitutes a legally cognizable
mutual or unilateral mistake.
In this case, there was no mutual mistake as to the terms of the differential, because Pullman, who
ultimately negotiated the final terms, was unaware of what Schottmiller and Ruppert previously
negotiated regarding the differential. Thus, to the extent there was a mistake it was made by Respondents.
The doctrine of unilateral mistake is also inapplicable under these circumstances, because,
“rescission based on unilateral mistake should be a carefully guarded remedy and reserved for those

46 See R. Exh. 88 at 13.
47 R. Br. at 17 n. 8.
48 See Restatement (Second) of Contracts §152–153 (2015).
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instances where a mistake is so obvious as to put the other party on notice of the error.”49 Respondents
argue that, to the extent that Schottmiller conveyed to Pullman that the parties reached agreement on the
differential, it was a unilateral mistake to which the Union knew or should have known (via Ruppert).
However, even assuming Respondents made a bona fide mistake regarding agreement on the differential,
their mistake was not so obvious as to put the Union (i.e., Pullman) on notice that Respondents’ clearly
manifested assent was made in error.50
The Board, in North Hills Office Services, 344 NLRB 523 (2005), rejected the employer’s
defense of unilateral mistake when presented with facts similar to those in this case. In North Hills, the
employer, a building cleaning company, negotiated with the Union for a successor contract. The employer
proposed to increase the wages of all employees employed at one of its New Jersey locations by 35-cents-
per-hour (i.e., the one-tiered proposal). This proposal was conveyed to the Union. Ten days later, the
Union voiced no objection to the proposed increase. However, once the agreement was drafted and
finalized, the employer increased the wages of its full-time employees by 35 cents, but increased the
wages of the part-time employees by only 15 cents (i.e., the two-tiered proposal).
The employer argued at the hearing that there was no enforceable agreement because: (1) it
always intended to implement the two-tiered wage increase but its negotiator made a mistake and
conveyed the one-tiered increase, and (2) the union was on notice of the unilateral mistake.
However, the Board, agreeing with the ALJ, found that the Union could not have known of the
employer’s mistake. Specifically, the ALJ in North Hills found that the Union had no way of knowing
that the one-tiered proposal was a mistake because: (1) the employer’s allegedly correct two-tiered
proposal was based on a separate agreement that was never provided to the Union; and (2) the employer
never told the Union or cited to the separate agreement as the basis for its two tiered wage proposal until
the date of the hearing.51 As such, the ALJ concluded that the Union had no basis to realize that the
employer intended to implement the two-tiered wage increase instead of the one-tiered proposal it
conveyed to the Union. Thus, when the Union, by not objecting to the one-tiered wage proposal, accepted
the wage increase, there was a meeting of the minds on the interim wage increase such that the
employer’s refusal to sign and implement the agreement violated the Act.52
Like in North Hills, I find that Pullman had no way of knowing that Schottmiller’s representation
was incorrect since Prime never provided him with the details on the differential calculations when he
requested it. Only Schottmiller knew what she and Ruppert negotiated regarding the differential. Pullman
was completely unaware of what was negotiated on the differential and was only brought in to negotiate
an overall agreement on the hospitals’ CBA. While Respondents contend that Ruppert’s knowledge about
the status of eliminating the differential is imputed to the Union, even if true, it makes no difference,
because, ultimately, the differential language was not finalized, and as such, the parties already agreed
that anything not specifically changed would revert back to the language in the original CBA. Since the
parties never specifically changed the language on the differential, they agreed to return to the differential
language in the current CBA.
Nevertheless, despite Schottmiller being the only one privy to the discussions on eliminating the
differential, and the fact that Respondents wanted the differential settled “up front,” like in North Hills,
Respondents do nothing to ensure that either is represented in the term sheet or that Pullman would

49 See Apache Power, 223 NLRB 191 (1976).
50 North Hills Office Services, 344 NLRB 523 528 (2005).
51 North Hills, 344 NLRB at 525–526.
52 Id. at 526––527.
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become aware that the differential language was not finalized. Rather, Respondents reviewed multiple
versions of the term sheet several times where the language on eliminating the differential was not only
excluded but other language specifically stated that the parties would verify overtime wages at a later
date. Incredibly, Respondents failed to object to the proffered language then refused to sign the agreed
terms on the ground that the identical language which they falsely represented (and never objected to) was
defective.53 In essence, Respondents want to rely on the very misrepresentations they made that they,
alone, knew or should have known were false in order to void the contract.
In short, I find that, even assuming arguendo Respondent’s unilateral mistake defense is
applicable (which I find it is not), under these unique circumstances, the Union had no way of knowing
that Scottmiller’s representation about the differential was a “mistake.” Schottmiller’s error was not so
obvious to justify rescission under Apache Powder, 223 NLRB 191 (1976).54 Therefore, Respondents
cannot void the contract on grounds of either unilateral or mutual mistake.
Accordingly, based upon the foregoing, I conclude that, on November 10, 2014, Respondents and
the Union reached an unconditional and complete agreement on all substantive and material terms to be
incorporated into a CBA covering bargaining unit employees at Encino, Garden Grove and Centinela.
When Respondents refused to execute that agreement, they violated Section 8(a)(5) and (1) of the Act.
CONCLUSIONS OF LAW
1. Respondents Prime are employers engaged in commerce within the meaning of Section 2(2),
(6), and (7) of the Act.
2. On November 10, 2014, Respondents and the Union reached an agreement on all of the
substantive and material terms of a collective-bargaining agreement for all bargaining unit employees
employed at Encino, Garden Grove and Centinela Hospitals.
3. Despite having reached an agreement with the Union on a collective-bargaining agreement for
all bargaining unit employees employed at Encino, Garden Grove and Centinela Hospitals, Respondents
failed/refused to execute that agreement after agreeing to do so.
4. Respondents violated Section 8(a)(5) and (1) of the Act by:
(a) Failing/refusing to execute an agreement reached with the Union on November 10, 2014,
where the parties reached a meeting of the minds on all substantive and material terms of a collective-
bargaining agreement for Encino, Garden Grove and Centinela Hospitals.

53 See Kennebec Beverage Co., Inc., 248 NLRB 1298, 1298 n. 3 (1980)(employer violated the Act by refusing to execute
an agreement when the employer “neither informed the Union that . . . [the provision in question] varied from the agreement
reached or in any other manner attempted to comply with its duty to assist in reducing such agreement to writing” particularly
when the agreement contained a wage provision that varied from the agreement reached by the parties). Accordingly, to the
extent that Respondents intended to work out the differential application before executing the agreement, they had a duty to say
so. They did not.
54 See n. 49, see also North Hills, supra at n. 50 and 51 (“[a] party to a contract cannot avoid it on the ground that he made a
mistake where the other [party] has no notice of such mistake and acts in perfect good faith”).
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REMEDY
Having found that Respondents engaged in certain unfair labor practices, I find Respondents must
be ordered to cease and desist and to take certain affirmative action designed to effectuate the policies of
the Act.
The GC requests that Respondents schedule separate meetings at Encino, Garden Grove and
Centinela Hospitals so that the attached Notice can be read during work time in the presence of a Board
agent to all bargaining unit employees in English and Spanish. As grounds therefore, the GC argues that a
notice posting is insufficient, because Respondents’ conduct has “ . . . eroded the Union’s credibility
among bargaining unit employees, [such that] the Union will . . . be viewed as a bargaining agent unable
to get their employer to even sign an agreed-upon CBA.”55
The Board has broad discretion to fashion a just remedy to fit the circumstances of each case it
confronts.56 The Supreme Court has interpreted Section 10(c) as vesting the Board with discretion to
devise remedies that effectuate the policies of the Act.57 To that end, I agree with the arguments and
authorities cited by the GC, particularly since Respondents were previously found to have engaged in
similar, recurring unlawful conduct by the Board.58 Accordingly, I grant the GC’s requested remedy.
Although the GC withdrew his request to have Respondents reimburse the Union for its costs and
expenses incurred in collective bargaining that resulted in the instant complaint, the Union moves that
Prime reimburse its bargaining and litigation costs based upon Respondents’ unlawful conduct.
However, I decline to grant this enhanced remedy. While I find the violations Respondents
committed are serious and their defense lacks merit, Respondents’ violations and defenses therein are not
“so numerous, pervasive, and outrageous” such that additional remedies are required “to dissipate fully
the coercive effects of the unfair labor practices found.”59
Therefore, on these findings of fact and conclusions of law and on the entire record, I issue the
following recommended60
ORDER
Respondents Prime of Los Angeles, California, its officers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Failing and refusing to execute the agreement reached with the Union on November 10, 2014
on a collective-bargaining agreement covering all bargaining unit employees at Encino, Garden Grove
and Centinela Hospitals.
(b) In any like or related manner interfering with, restraining, or coercing employees in the

55 GC Br. at 22.
56 Maramont Corp., 317 NLRB 1035, 1037 (1995).
57 Sure-Tan, Inc. v. NLRB, 467 U.S. 883, 898–899 (1984).
58 See ALJD at 2014 WL 6808993 (November 13, 2014).
59 Fieldcrest Cannon, Inc., 318 NLRB 470, 473 (1995).
60 If no exceptions are filed as provided by Sec. 102.46 of the Board’s Rules and Regulations, the findings, conclusions and recommended
Order shall, as provided in Sec. 102.48 of the Rules, be adopted by the Board and all objections to them shall be deemed waived for all purposes.
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exercise of the rights guaranteed them by Section 7 of the Act.
2. Take the following affirmative action necessary to effectuate the policies of the Act.
(a) Execute the agreement reached with the Union on November 10, 2014 on a
bargaining agreement covering all bargaining unit employees at Encino, Gard
Hospitals.
(b) In any like or related manner interfering with, restraining, or coercing employees in the
exercise of the rights guaranteed them by Section 7 of the Act.
(c) Within 14 days after service by the Region, post a
Hospitals, copies of the attached notice marked “Appendix”
notice, on forms provided by the Regional Director for Region 31, after being signed by the Respondent
authorized representative, shall be posted by Respondent
conspicuous places including all places where notices to employees are customarily posted. In addition to
physical posting of paper notices, the notice
English and Spanish in the presence of a Region 31 Board agent to all employees at their Encino, Garden
Grove and Centinela Hospitals. Reasonable steps shall be taken by Respondent
are not altered, defaced, or covered by any other material. In the event that, during the pendency of these
proceedings, the Respondents have gone
proceedings, Respondents shall duplicate and ma
employees and former employees employed by the Respondent
Centinela Hospitals at any time since January 1, 20
(d) Within 21 days after service by the
certification of a responsible official on a form provided by the Region attesting to the steps that
Respondents have taken to comply.
Dated: Washington, D.C.

61 If this Order is enforced by a judgment of a United States
National Labor Relations Board” shall read “Posted Pursuant to a Judgment of the Un
National Labor Relations Board.”
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en Grove and Centinela
t its Encino, Garden Grove and Centinela
61 in both English and Spanish. Copies of the
s and maintained for 60 consecutive days in
shall be read by Respondents’ authorized representative, in
s to ensure that the noti
out of business or closed the facility involved in these
il, at its own expense, a copy of the notice to all current
s at their Encino, Garden Grove and
13.
Region, file with the Regional Director a sworn
February 18, 2016
____________________________________
Lisa D. Thompson
Administrative Law Judge
Court of Appeals, the words in the notice reading “Posted by Order of the
ited States Court of Appeals Enforcing an Order of the
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collective-
s’
ces
APPENDIX
NOTICE TO EMPLOYEES
Posted by Order of the
National Labor Relations Board
An Agency of the United States Government
The National Labor Relations Board has found that we violated Federal labor law and has
ordered us to post and obey this notice.
FEDERAL LAW GIVES YOU THE RIGHT TO
Form, join, or assist a union
Choose representatives to bargain with us on your behalf
Act together with other employees for your benefit and protection
Choose not to engage in any of these protected activities.
WE WILL NOT fail or refuse to execute agreements with the SEIU United Healthcare
Workers—West Union when we and the Union have reached a meeting of the minds on all
substantive and material terms of a collective-bargaining agreement covering all bargaining unit
employees at Encino, Garden Grove and Centinela Hospitals.
WE WILL NOT in any like or related manner interfere with, restrain, or coerce you in the
exercise of the rights guaranteed you by Federal labor law.
WE WILL execute and implement the terms of an agreement we reached with the Union on
November 10, 2014 to be incorporated in a collective-bargaining agreement covering all
bargaining unit employees at Encino, Garden Grove and Centinela Hospitals.
WE WILL read this Notice in English and Spanish in the presence of a Board agent to all
employees at the Encino, Garden Grove and Centinela Hospitals.
PRIME HEALTHCARE SERVICES
(Employer)
Dated By
(Representative) (Title)
The National Labor Relations Board is an independent Federal agency created in 1935 to enforce the
National Labor Relations Act. It conducts secret-ballot elections to determine whether employees want
union representation and it investigates and remedies unfair labor practices by employers and unions. To
find out more about your rights under the Act and how to file a charge or election petition, you may speak
confidentially to any agent with the Board’s Regional Office set forth below. You may also obtain
information from the Board’s website: www.nlrb.gov.
11500 West Olympic Boulevard, Suite 600, Los Angeles, CA 90064
The Administrative Law Judge’s decision can be found at www.nlrb.gov/case/31-CA-140827 or by using the QR code
below. Alternatively, you can obtain a copy of the decision from the Executive Secretary, National Labor Relations Board,
1015 Half Street, S.E., Washington, D.C. 20570, or by calling (202) 273-1940.
THIS IS AN OFFICIAL NOTICE AND MUST NOT BE DEFACED BY ANYONE
THIS NOTICE MUST REMAIN POSTED FOR 60 CONSECUTIVE DAYS FROM THE DATE OF
POSTING AND MUST NOT BE ALTERED, DEFACED, OR COVERED BY ANY OTHER
MATERIAL. ANY QUESTIONS CONCERNING THIS NOTICE OR COMPLIANCE WITH ITS
PROVISIONS MAY BE DIRECTED TO THE ABOVE REGIONAL OFFICE’S COMPLIANCE
OFFICER, (310) 235-7175.