William Bridge v. New Holland Logansport , Inc.

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 15-1935
WILLIAM B RIDGE ,
Plaintiff-Appellant,
v.
NEW HOLLAND LOGANSPORT , INC.,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Indiana, South Bend Division.
No. 3:12 CV 360 — James T. Moody, Judge.
____________________
A RGUED NOVEMBER 9, 2015 — D ECIDED MARCH 9, 2016
____________________
Before WOOD, Chief Judge, R OVNER , Circuit Judge, and
SHAH, District Judge.*
SHAH, District Judge. William Bridge was fired from his
job at New Holland Logansport in March 2011, when he was
61 years old. Bridge sued Logansport under the Age Dis-
crimination in Employment Act, 29 U.S.C. § 621 et seq., which
* Of the Northern District of Illinois, sitting by designation.

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2 No. 15-1935
prohibits employers from discharging individuals because of
their age, id. § 623(a)(1). The statute defines “employer” as
someone who has twenty or more employees for each work-
ing day, in each of twenty or more calendar weeks, in the
calendar year of (or in the year preceding) the discriminatory
act. Id. § 630(b). After concluding that New Holland Lo-
gansport did not have twenty or more employees, the dis-
trict court granted Logansport’s motion for summary judg-
ment. We affirm.
I
New Holland Logansport, an Indiana-based company
that sold farm equipment, was one of several commonly-
owned corporations. Another was New Holland Rochester.
The two companies operated as separate stores, maintained
separate bank accounts, and generated their own invoices.
Each company filed its own tax returns (though both used
on their respective returns New Holland Rochester’s ad-
dress, and tax records for both companies were kept at that
location). Store inventories were also maintained individual-
ly; however, Rochester employees could view Logansport’s
inventory (and vice-versa) through a shared computer pro-
gram. According to Bridge, the two companies also shared
certain equipment, such as trucks used for hauling, and or-
dered motor oil together in order to get a discount. Money
collected at Logansport was delivered each day to the Roch-
ester location, and a Rochester employee would take the
cash to the bank for deposit. Although each company was
responsible for its own advertising, both were featured on
the same website (www.newhollandrochester.com).
New Holland Rochester and New Holland Logansport
were, as just noted, commonly owned. Jim Straeter owned

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No. 15-1935 3
all of Rochester’s shares and 87.5% of Logansport’s shares;
Mike Stephenson, Logansport’s general manager, owned the
remainder of Logansport’s stock. Stephenson and Straeter,
along with Straeter’s wife, Melinda, made up the board of
directors for Logansport. The Straeters (but not Stephenson)
served as directors for Rochester. There was some overlap in
personnel, too: Melinda Straeter coordinated payroll for
Rochester and Logansport; Bob Cannedy did human-
resources work for both companies (and stored personnel
files for employees of both corporations at his office in Roch-
ester); and Stacy Conner did accounting for each. Workers at
both companies were subject to the same personnel policy
and enjoyed the same employee benefits, and holiday parties
were combined (as were monthly sales meetings and infor-
mational meetings about changes in health insurance).
Computer-training sessions for employees of both compa-
nies were held at Rochester, and Logansport’s financial rec-
ords were kept there, as well. Bridge’s paychecks were sent
to him from the Rochester location. Operations were other-
wise managed separately, with Stephenson in charge at Lo-
gansport and Cannedy and Jim Straeter at the helm in Roch-
ester.
Bridge worked at New Holland Logansport from October
2000 to March 2011, when he was terminated. Stephenson
fired Bridge, though Stephenson told Bridge that the deci-
sion was actually Jim Straeter’s, and that Stephenson—who
did not want to let Bridge go—was merely following
Straeter’s instructions. At all times during the year Bridge
was fired (and in the preceding calendar year), Logansport
listed on its payroll fewer than 20 individuals. The payroll
fluctuated between 17 and 18 employees in 2011, and be-
tween 16 and 19 employees in 2010.

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4 No. 15-1935
Bridge sued New Holland Logansport in June 2012, al-
leging discrimination in violation of the ADEA. The district
court granted summary judgment to Logansport, concluding
that Logansport did not have enough employees to qualify
as an “employer” under the statute.
II
We review de novo the district court’s grant of summary
judgment, and construe all facts and draw all reasonable in-
ferences in Bridge’s favor. Burritt v. Ditlefsen, 807 F.3d 239,
248 (7th Cir. 2015) (citation omitted). Summary judgment is
proper when “the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” Fed. R. Civ. P. 56(a).
A
To qualify as an “employer” under the ADEA , one must
have twenty or more employees for each working day, in
each of twenty or more calendar weeks, either in the calen-
dar year of or the year preceding the alleged discrimination.
29 U.S.C. § 630(b). Bridge was fired in 2011, and the parties
agree that New Holland Logansport did not have on its pay-
roll twenty or more employees in either 2011 or 2010. Lo-
gansport did, however, have at least seventeen formal em-
ployees during much of this time, and Bridge contends that
three individuals employed by New Holland Rochester (Bob
Cannedy, Stacy Conner, and Melinda Straeter) also main-
tained employment relationships with Logansport—thus
bringing the latter within the ADEA’s reach. The district
court concluded that none of these individuals was em-
ployed by New Holland Logansport, and that even if they
were, still they could not be counted toward the ADEA’s

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No. 15-1935 5
statutory minimum because they were at most part-time
employees.
Part-time status does not preclude counting an employee
toward the twenty-person minimum. Whether an individual
was “employed” by someone on a particular working day
depends not on whether (or the extent to which) the indi-
vidual actually worked that day, but on whether there was
an employment relationship at that time. See Walters v. Metro.
Educ. Enters., Inc., 519 U.S. 202, 206–08 (1997) (describing the
proper employee-counting method for Title VII cases).1 The
question here, then, is whether New Holland Logansport
maintained an employment relationship with Cannedy,
Conner, or Melinda Straeter in 2010 or 2011 (and if so,
whether that relationship existed for twenty or more weeks
in that calendar year).
Bridge argues that these individuals necessarily main-
tained employment relationships with New Holland Lo-
gansport, because they were not “independent businesspeo-
ple”—that is, Cannedy was not formally employed by a hu-
man-resources company, Conner was not employed by an
outside accounting firm, and Melinda Straeter did not work
for or own a separate payroll company. But the issue is not
whether these individuals were “independent” from Lo-
gansport in the sense that they were self-employed or
worked for non-New Holland companies: everyone agrees
that these workers were directly employed by New Holland
1 Title VII defines “employer” in the same way as the ADEA, except that
the former requires only fifteen employees (in twenty or more calendar
weeks) while the latter demands twenty. Compare 42 U.S.C. § 2000e(b)
with 29 U.S.C. § 630(b).

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6 No. 15-1935
Rochester. The question is whether Cannedy, Conner, or
Melinda Straeter also had an indirect employment relation-
ship with New Holland Logansport, such that they were
jointly employed by both corporations. Cf. Tamayo v. Blago-
jevich, 526 F.3d 1074, 1088 (7th Cir. 2008) (“[M]ultiple entities
may be considered an employee’s ‘employer’ for the purpos-
es of Title VII liability.”) (citation omitted). To determine
whether there existed an employer-employee relationship
with Logansport, we look to the economic realities of the
work situation. See Love v. JP Cullen & Sons, Inc., 779 F.3d 697,
702 (7th Cir. 2015). Five factors, derived from principles of
agency law, are useful. They are: (1) the extent of the puta-
tive employer’s control and supervision over the putative
employee; (2) the kind of occupation and nature of skill re-
quired; (3) the putative employer’s responsibility for the
costs of operation; (4) the method and form of payment and
benefits; and (5) the length of the job commitment. Id. (citing
Knight v. United Farm Bureau Mut. Ins. Co., 950 F.2d 377, 378–
79 (7th Cir. 1991)).
We consider first the most important Knight factor: the
extent to which the putative employer controlled the alleged
employee. See Love, 779 F.3d at 702–03. Control depends, to a
significant degree, on the ability to hire and fire. See id. at 703
(discussing EEOC v. Illinois, 69 F.3d 167, 171 (7th Cir. 1995)).
Logansport’s manager, Mike Stephenson, had the authority
to hire and fire Logansport employees. Cannedy, Conner,
and Melinda Straeter, however, were not formally employed
by New Holland Logansport, and the record is silent as to
whether Stephenson could have terminated Logansport’s re-
lationship with any of them. Also relevant is whether the pu-
tative employer had the right to control and direct an indi-
vidual’s work, “not only as to the result to be achieved, but

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No. 15-1935 7
also as to the details by which that result is achieved.” Id.
(quoting Alexander v. Rush North Shore Med. Ctr., 101 F.3d 487,
493 (7th Cir. 1996)) (emphasis omitted). But Bridge points to
no evidence that Stephenson had, with respect to Cannedy,
Conner, or Melinda Straeter, any authority of this kind.
There is no suggestion that Stephenson dictated these indi-
viduals’ duties, set their schedules, or otherwise supervised
the performance or execution of their work. Bridge has not
shown that New Holland Logansport exercised over these
individuals the kind of control indicative of an employer-
employee relationship.
The second and third Knight factors concern, respectively,
the type of occupation and nature of skills required for the
job, and the responsibility for operating costs. If important
job skills were obtained in the putative employer’s work-
place, this suggests an employment relationship. See Love,
779 F.3d at 704 (citing Knight, 950 F.2d at 378). There is no ev-
idence that Cannedy, Conner, or Melinda Straeter received
any training or instruction from New Holland Logansport.
Nor is there any evidence that Logansport provided to these
persons special equipment or materials for their work.
Overhead costs, moreover—at least with respect to Con-
ner—appear to have come from Rochester, since, according
to Jim Straeter, Rochester invoiced Logansport for her ser-
vices. Bridge questions Straeter’s credibility on this point,
emphasizing that although Logansport included in its sum-
mary-judgment exhibits a number of invoices, none was for
Conner’s accounting services. The invoices provided at
summary judgment (which included invoices from both
New Holland Logansport and New Holland Rochester) were
offered to show that the two companies billed their custom-
ers separately, and maintained separate addresses. The in-

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8 No. 15-1935
voices in the record are therefore irrelevant to whether
Rochester in fact billed Logansport for Conner’s work, and
do not dispute Straeter’s competent testimony that the bill-
ing occurred as he described. Both the second and third
Knight factors militate against a finding of employee status.
The fourth factor considers whether the putative em-
ployer was responsible for providing payment or benefits.
Love, 779 F.3d at 704 (citing Knight, 950 F.2d at 378–79). This
factor, too, weighs against a finding that Logansport had an
employment relationship with Conner, Cannedy, or Melinda
Straeter. There is no evidence that Logansport ever paid any
of these individuals for their work or withheld taxes from
their paychecks. See Worth v. Tyer, 276 F.3d 249, 264 (7th Cir.
2001). And while employees from both companies partici-
pated in the same group health-insurance plan, there is no
indication that Logansport provided any direct benefits to
the three individuals now at issue.
The fifth and final Knight factor addresses the length of
the job commitment and the parties’ expectations as to that
commitment. See Love, 779 F.3d at 705 (citing Knight, 950 F.2d
at 379). The parties’ expectations are in this case unclear. It
could be that the businesses (or, more accurately, those who
ran them) expected Cannedy, Conner, and Melinda Straeter
to work at Logansport for only a limited period of time; but
the evidence reasonably suggests no particular endpoint,
and, viewing the record in Bridge’s favor, a reasonable juror
could infer that an ongoing commitment was contemplated.
This factor therefore supports Bridge’s position. Neverthe-
less, we are not persuaded that the circumstances suggest an
employment relationship with New Holland Logansport. A
mutual expectation of continued work is not, of itself, indica-

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No. 15-1935 9
tive of the kind of extensive control on which a finding of
employee status is typically based. Logansport did not exer-
cise such control over Cannedy, Conner, or Melinda Straeter,
and the evidence does not permit the conclusion that any of
these individuals was a Logansport employee.
Bridge relies on Karr v. Strong Detective Agency, Inc., 787
F.2d 1205 (7th Cir. 1986), for the proposition that two com-
panies “employ” an individual when they share his services.
Karr is inapposite. That case turned on a regulation under
the Fair Labor Standards Act providing that a joint-
employment relationship (to determine responsibility for
minimum wage payments) may exist under the FLSA where,
for example, there is an arrangement between employers to
share an employee's services. 29 C.F.R. § 791.2(b). The regu-
lation in Karr has no counterpart under the ADEA, so its
construction is irrelevant here. Moreover, we have since ex-
plained that regulations of this sort—even where they do
apply—have limited value in determining whether a joint-
employment relationship in fact exists. See Moldenhauer v.
Tazewell-Pekin Consol. Communications Ctr., 536 F.3d 640, 643–
44 (7th Cir. 2008) (discussing a similar regulation promulgat-
ed under the Family and Medical Leave Act). The joint-
employment analysis turns—as does any assessment of a
putative employment relationship—on the totality of the cir-
cumstances, with a particular focus on the control exercised
by the alleged employer over a person’s working conditions.
See id. at 644 (citing Reyes v. Remington Hybrid Seed Co., 495
F.3d 403, 408 (7th Cir. 2007)); see also Tamayo, 526 F.3d at
1088–89 (addressing a multiple-employer issue under Title
VII); Whitaker v. Milwaukee Cnty., Wis., 772 F.3d 802, 810 (7th
Cir. 2014) (“[A]n entity other than the actual employer may
be considered a ‘joint employer’ only if it exerted significant

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10 No. 15-1935
control over the employee.” (quoting G. Heileman Brewing Co.
v. NLRB, 879 F.2d 1526, 1530 (7th Cir. 1989))) (emphasis and
internal quotation marks omitted). It is this kind of control
that was absent here.2
B
Even if Logansport was not Cannedy’s, Conner’s or
Melinda Straeter’s joint employer, it is covered by the ADEA
if, for employee-counting purposes, all of Rochester’s em-
ployees are aggregated with Logansport’s employees. The
aggregation inquiry, which asks whether all of an affiliate’s
employees should be counted toward the defendant’s statu-
tory minimum, is distinct from the economic-realities analy-
sis, which addresses whether particular individuals should
count because of an indirect employment relationship with
the defendant.
Employee aggregation is an unusual step: corporations—
even if related to a certain extent—are separate entities, and
are treated accordingly. As we explained in Papa v. Katy In-
dustries, Inc., 166 F.3d 937 (7th Cir. 1999), however, there are
instances where it is appropriate to disregard this separate-
2 Bridge also relies on guidance from the Equal Employment Opportuni-
ty Commission (the entity authorized to issue rules and regulations un-
der the ADEA, see 29 U.S.C. § 628), which states in Section 2-
III(B)(1)(a)(iii)(b) of its Compliance Manual that all joint employees
should be counted toward the statutory minimum for each of their joint
employers. This instruction is of no help to Bridge. Bridge cannot count
Cannedy, Conner, or Melinda Straeter as New Holland Logansport’s
“joint” employees unless he has first shown that they were employed—
either directly or indirectly—by that company. Cf. id. (“The term ‘joint
employer’ refers to two or more employers  that each exercise sufficient
control of an individual to qualify as his/her employer.”) (emphasis added).

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No. 15-1935 11
ness, and to deem each affiliate as having the number of em-
ployees that the enterprise has in total. Such instances arise
where: (1) the enterprise has purposely divided itself into
smaller corporations to dodge requirements imposed by the
anti-discrimination laws; (2) a creditor of one corporation
could, by piercing the corporate veil, sue its affiliate; or
(3) the affiliate directed the discriminatory act or practice of
which the plaintiff complains. See id. at 940–42.
Bridge does not argue that the New Holland enterprise
purposely split itself up to avoid the anti-discrimination
laws. He argues that employee aggregation is proper here
because New Holland Rochester, through its owner Jim
Straeter, directed that Bridge be fired from his job at Lo-
gansport, and because the conditions for veil-piercing are
also present.
Veil-piercing is governed by state law, and in this case we
look to Indiana law because the New Holland entities were
incorporated there. See Laborers’ Pension Fund v. Lay-Com,
Inc., 580 F.3d 602, 610 (7th Cir. 2009). 3 The Indiana courts,
like others, consider many factors in determining whether a
corporate veil may be pierced, see National Soffit & Escutch-
3 Bridge argues that the veil-piercing analysis should be governed by
federal common law, not state law, as liability is asserted under a federal
statute. It is true that “a state’s restrictive law of veil piercing is not al-
lowed to undermine the effectiveness of a federal statute.” Illinois Bell
Tel. Co., Inc. v. Global NAPs Ill., Inc., 551 F.3d 587, 598 (7th Cir. 2008). But
Bridge makes no argument—and nor is it otherwise apparent—that In-
diana law on veil-piercing is unduly restrictive of the policies underlying
the ADEA. The principles of state law provide appropriate guideposts
here. Cf. Worth, 276 F.3d at 260 (applying state-created standards for veil-
piercing in determining liability under Title VII).

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12 No. 15-1935
eons, Inc. v. Superior Sys., Inc., 98 F.3d 262, 265–66 (7th Cir.
1996); Reed v. Reid, 980 N.E.2d 277, 301–02 (Ind. 2012), but the
focus is on whether “the corporate form was so ignored, con-
trolled or manipulated that it was merely the instrumentality
of another and that the misuse of the corporate form would
constitute a fraud or promote injustice,” Reed, 980 N.E.2d at
301 (quoting Aronson v. Price, 644 N.E.2d 864, 867 (Ind.
1994)).
New Holland Logansport and New Holland Rochester
did do a fair amount of sharing. They shared similar names;
they shared directors (Jim and Melinda Straeter were mem-
bers of both boards); and they shared certain employees’
services (Cannedy’s, Conner’s, and Melinda Straeter’s, as
discussed above). Cannedy conducted performance reviews
for both companies’ employees—who also received the same
personnel manual, attended the same holiday party, and ac-
cessed the same computer program for tracking inventories.
Health-insurance benefits were centralized, and the compa-
nies used the same address on their tax returns (a curious
practice, given that the companies otherwise maintained
separate business addresses). They also shared a website. All
of this bespeaks a certain degree of integration between the
two corporations. What it does not suggest is a misuse of
corporate form. “The corporate veil is pierced, when it is
pierced, not because the corporate group is integrated, [but]
because it has neglected forms intended to protect creditors
from being confused about whom they can look to for the
payment of their claims.” Papa, 166 F.3d at 943 (citing Phillip
I. Blumberg, The Law of Corporate Groups: Substantive Law
§ 20.05, p. 114 (1987)). There was no such confusion here.
Though board membership overlapped, the two boards were
otherwise separate. Each company had its own invoices and

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No. 15-1935 13
its own bank account 4 , and filed its own tax returns. The
companies operated out of separate locations, maintained
separate inventories, and were responsible for their own ad-
vertising. Operations were also managed individually—by
Stephenson at Logansport, and by Jim Straeter (and Bob
Cannedy) at Rochester. Even when viewed in Bridge’s favor,
these facts fall short of suggesting that Logansport was “so
organized and controlled and its affairs  so conducted by
[Rochester] that it [was] a mere instrumentality or adjunct”
of the latter. Reboy v. Cozzi Iron & Metal, Inc., 9 F.3d 1303, 1308
(7th Cir. 1993); see also Papa, 166 F.3d at 939, 942.
Bridge points to the company website as evidence that
the corporations held themselves out to the public as a single
entity. The website (www.newhollandrochester.com), cap-
tioned “New Holland Agriculture,” greeted visitors with the
following:
Since our first dealership, New Holland Roch-
ester, was established in 1983, we have been
working ever since to be a leader in providing
the equipment, parts, technology, and service
to help meet our customer’s [sic] needs.
Here you can find information involving New
Holland, search our used equipment, and find
out what is happening at our locations in Roch-
4 Bridge suggests that the two corporations may have commingled as-
sets, but there is no evidence of this. Money collected at Logansport was
taken each day to Rochester, and a Rochester employee would take the
money to the bank for deposit. There is no indication that funds collected
by one entity were ever deposited into the other’s (separate) bank ac-
count.

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14 No. 15-1935
ester, Logansport, Rossville, Bluffton, and Cen-
terville in Indiana.
(emphases added). Viewed in isolation, these statements do
imply that New Holland—specifically, “New Holland Agri-
culture”—was a single company with multiple store loca-
tions. See Parker v. Scheck Mech. Corp., 772 F.3d 502, 503, 507
(7th Cir. 2014). But a preceding statement makes clear that
the “locations” corresponded to different corporations:
Welcome to the website for the following com-
panies: New Holland Rochester, Inc., New Hol-
land Logansport, Inc., Rodkey New Holland
Inc., New Holland Tri-County, Inc., Ag Tech-
nologies, Inc., and New Holland Centerville,
Inc.
(emphasis added). A “Locations” webpage also listed a dif-
ferent address for each company. Nothing in this suggests
that corporate forms were so ignored or manipulated as to
perpetrate a fraud on the companies’ creditors. Though the
operations of these two small businesses were in some ways
combined, their identities were separate enough that pierc-
ing the veil between affiliates would be inappropriate here.
We turn, then, to Bridge’s argument that all New Holland
Rochester employees should be counted as Logansport em-
ployees because it was Rochester, not Logansport, that
caused Bridge to be fired from his job. Employees of affiliat-
ed corporations may be counted in the aggregate for pur-
poses of 29 U.S.C. § 630(b) if it was the affiliate, not the plain-
tiff’s employer, that directed the discriminatory act, practice,
or policy of which the plaintiff now complains. See Papa, 166
F.3d at 941.

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No. 15-1935 15
It was Mike Stephenson, operations manager at Lo-
gansport, who fired Bridge. Stephenson, however, told
Bridge that the decision was actually Straeter’s, so for pur-
poses of summary judgment, we assume that Straeter was
responsible. But in what capacity? Straeter was operations
manager at Rochester, not Logansport, so Bridge contends
that Straeter must have been acting on Rochester’s behalf
when he directed that Bridge be let go. But Straeter was also
an owner and director—of Rochester and of Logansport.
Where the same officer or director works for two separate
but commonly-owned entities, he at times represents one
corporation and at times represents the other. That is, he
“changes hats.” See Lusk v. Foxmeyer Health Corp., 129 F.3d
773, 779 (5th Cir. 1997) (citation omitted). There are no facts
from which it may reasonably be inferred that, when
Straeter told Stephenson to fire Bridge, Straeter was wearing
anything but a Logansport hat. Straeter, a Logansport owner
and director, instructed the Logansport manager (also a co-
owner and director of that corporation) to fire a Logansport
employee. What has Rochester to do with it? Bridge empha-
sizes that Straeter had a Rochester email address, and that
the meeting between Straeter and Stephenson occurred at
Rochester; but there is no evidence that Straeter conducted
only Rochester business at his office (his only office), and
there is no dispute that Straeter had responsibilities with
both companies. Neither the email address nor the location
of the meeting signals anything about the company Straeter
represented when he directed Bridge’s firing. To defeat
summary judgment on an issue on which he bears the ulti-
mate burden of proof, Bridge was required to present evi-
dence on which a jury could rely to find in his favor. The

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16 No. 15-1935
email address and Straeter-Stephenson meeting are insuffi-
cient.
Bridge insists that at least one avenue for aggregating
employees must be open to him, because he has presented
evidence enough to satisfy the “integrated enterprise” test—
a four-factor test for determining when separate entities may
be treated as a single employer under the National Labor Re-
lations Act, see Naperville Ready Mix, Inc. v. NLRB, 242 F.3d
744, 751–52 (7th Cir. 2001); Papa, 166 F.3d at 942, or, as Bridge
argues, under the FMLA, see 29 C.F.R. § 825.104(c)(2). In Pa-
pa, we explained that the legal principles governing affiliate
liability “should [not] vary from statute to statute, unless the
statute, or the particular policy that animates the statute, or-
dains a particular test.” 166 F.3d at 941. The NLRA calls for
the integrated-enterprise test, but that is the exception, not
the rule. Id. at 941–42. And we need not address today
whether the same exception applies to the FMLA, as Bridge
asserts no claims under that statute. It has been many years
since we dispensed with the integrated-enterprise analysis in
ADEA cases, see id. at 939–43, and to the extent Bridge asks
us to revisit that holding, we decline the invitation.
III
Bridge did not marshal evidence from which a jury could
find that New Holland Logansport was an “employer” un-
der the ADEA. Summary judgment in favor of the defendant
was appropriate, and we AFFIRM the judgment of the dis-
trict court.

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