Resort Nursing Home and Kingsbridge Heights Rehabilitation Care Center v. National Labor Relations Board

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United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued September 28, 2004 Decided November 30, 2004
No. 03-1369
RESORT NURSING HOME AND
KINGSBRIDGE HEIGHTS REHABILITATION CARE CENTER,
PETITIONERS
v.
NATIONAL LABOR RELATIONS BOARD,
RESPONDENT
NEW YORK HEALTH AND HUMAN SERVICE UNION
1199/SEIU, AFL–CIO,
INTERVENOR
Consolidated with
03-1422
On Petition for Review and
Cross-Application for Enforcement of an
Order of the National Labor Relations Board
–————
Bills of costs must be filed within 14 days after entry of judgment.
The court looks with disfavor upon motions to file bills of costs out
of time.

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Joel E. Cohen argued the cause and filed the briefs for
petitioners.
Ruth E. Burdick, Attorney, National Labor Relations
Board, argued the cause for respondent. With her on the
brief were Arthur F. Rosenfeld, General Counsel, John H.
Ferguson, Associate General Counsel, Aileen A. Armstrong,
Deputy Associate General Counsel, and Frederick L. Corn-
nell, Jr., Supervisory Attorney.
Daniel J. Ratner argued the cause for intervenor. With
him on the brief was Judith A. Scott.
Before: G INSBURG, Chief Judge, and EDWARDS and ROBERTS ,
Circuit Judges.
Opinion for the Court filed by Circuit Judge EDWARDS .
EDWARDS, Circuit Judge: Resort Nursing Home (‘‘Resort’’)
and Kingsbridge Heights Rehabilitation Care Center (‘‘Kings-
bridge’’) petition for review of an order of the National Labor
Relations Board (‘‘NLRB’’ or ‘‘Board’’), and the Board cross-
applies for enforcement. The Board held that Resort and
Kingsbridge (collectively, ‘‘the Homes’’) committed unfair la-
bor practices in violation of § 8(a)(1) and (5) and § 8(d) of the
National Labor Relations Act (‘‘Act’’), 29 U.S.C. § 158(a)(1),
(a)(5), (d) (2000), by refusing to execute and failing to abide
by a collective bargaining agreement negotiated by New York
Health & Human Services Union 1199/SEIU, AFL-CIO (‘‘Un-
ion’’) and the Greater New York Health Care Facilities
Association (‘‘Greater New York’’ or ‘‘Association’’), a multi-
employer association of which the Homes were members.
See Resort Nursing Home, 340 N.L.R.B. No. 77 (Sept. 30,
2003) (‘‘Decision’’), reprinted in Joint Appendix (‘‘J.A.’’) at
760, available at 2003 WL 22287369. In reaching this conclu-
sion, the Board found that the Homes were bound by the
collective bargaining agreement arrived at through multi-
employer bargaining, because their attempted withdrawal
from the multi-employer bargaining unit was legally ineffec-
tive.
Under Retail Associates, Inc., 120 N.L.R.B. 388 (1958),
withdrawal from multi-employer bargaining is not permitted
after the commencement of negotiations, ‘‘absent unusual

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circumstances.’’ Id. at 395. In this case, the Association and
the Union commenced negotiations on a new agreement,
without notice to the Homes, more than eight months before
the expiration of the existing contract. The Homes contend
that the early commencement of negotiations justified their
untimely withdrawal from the multi-employer bargaining unit.
Relying on its decision in Chel LaCort, 315 N.L.R.B. 1036
(1994), the Board found no ‘‘unusual circumstances’’ and held
that the Homes were bound by the terms of the parties’ new
agreement.
The Homes now seek review of the Board’s decision, chal-
lenging the Chel LaCort rule as ‘‘misguided and unfair.’’ The
Homes also argue that the Board erred in rejecting their
claim that the Union and the Association colluded to keep
their negotiations secret from the Homes. Finally, the
Homes contend that the collective bargaining agreement is
not binding on them, because it was never ratified by the
Association’s members.
We deny the petition for review and grant the Board’s
cross-application for enforcement. The rule adopted in Chel
LaCort is a reasonable effort by the Board to balance the
competing statutory interests of voluntariness and stability in
collective bargaining relationships, and we thus defer to the
Board’s judgment. We further hold that substantial evidence
supports the Board’s rejection of the Homes’ claim that the
Union and the Association colluded to keep the negotiations
secret. Finally, reviewing the collective bargaining agree-
ment de novo, we conclude that ratification by the Associa-
tion’s members was not required.
I. BACKGROUND
A. The Facts
The facts of this case are fully recounted in the Board’s
decision, see Decision, slip op. at 1, 2-5, J.A. at 760, 761-64, so
we merely summarize the most salient facts here.
Resort and Kingsbridge are nursing homes located, respec-
tively, in Far Rockaway and the Bronx, New York. Although

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separate corporations, they share common ownership and
control. The Union represents the registered nurses, li-
censed practical nurses, and para-professionals employed by
the Homes, as well as those employed by other nursing
homes in New York and New Jersey. The Association is a
multi-employer association that provides a range of services
to its members, including educational seminars, compliance
review and education regarding occupational safety and
health regulations, market research, legal counsel for labor
grievances and arbitrations, and, most relevant for our pur-
poses, collective bargaining.
In 1997, the Association and the Union negotiated a collec-
tive bargaining agreement that, by its terms, was to remain in
effect until September 30, 2002. At that time, the Homes
were members of the Association and had agreed to be bound
by multi-employer bargaining between the Association and
the Union.
Over time, the Homes increasingly became dissatisfied with
the Association’s representation. In the summer of 2000, the
Homes retained their own labor counsel, Joel Cohen, to
handle grievances, arbitrations, and other matters. On Sep-
tember 7, 2000, after the Association filed a grievance against
the Union on Kingsbridge’s behalf, Cohen advised the parties’
permanent arbitrator (by a letter which he copied to Union
and Association representatives) that he ‘‘represent[ed]
Kingsbridge TTT in all labor matters’’ and that the grievance
filed by the Association ‘‘was sent without my knowledge and
without Kingbridge’s authorization.’’ Although the Associa-
tion objected to Cohen’s letter, asserting that the Association
was authorized to represent Kingsbridge with respect to the
grievance, Cohen subsequently handled all of the grievances
and arbitrations that arose between the Homes and the Union
in 2000 and 2001.
In June and July 2001, the Homes stopped paying member-
ship dues to the Association. On September 7, 2001, the
Association demanded payment of the outstanding dues,
warning the Homes: ‘‘If we do not receive payment from you
by the 21st of September all services will be suspended.’’ By

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December 13, 2001, the Association informed the Homes that
it had instructed its staff to suspend all services to them.
Meanwhile, sometime prior to January 9, 2002 (i.e., more
than eight months before the existing collective bargaining
agreement was set to expire), the Association and Union
commenced bargaining on a new contract. On January 9, the
Association sent a letter to the Union ‘‘confirm[ing] the intent
of the Association TTT to enter into an extension of the
current collective bargaining agreements.’’ The letter memo-
rialized understandings on the principal terms and conditions
for a new contract, including specific wage rates. After
formal bargaining sessions on January 23 and February 1,
2002, the Union and Association entered into an agreement
renewing the terms of the existing contract through April 30,
2005. The agreement provided for a wage increase to go into
effect on May 1, 2002. The terms of the final agreement –
including the specific wage rates – were substantially identi-
cal to the terms in the January 9 letter of intent. The
agreement also listed the members of the Association, includ-
ing Kingsbridge and Resort.
On January 31, 2002, upon learning of the ongoing negotia-
tions between the Union and the Association, Kingsbridge
advised the Union ‘‘that at this time Greater New York has
discontinued servicing our facility, and as such, will not be
negotiating on our behalf.’’ Similarly, on February 11, 2002,
Resort wrote to the Union, stating: ‘‘I am certain you are
aware of the fact that the TTT Association has discontinued all
services for Resort. I would therefore like to remind you
that [the Association] will no longer be negotiating any collec-
tive bargaining agreements on our behalf.’’
The Union, for its part, maintained that the Homes were
bound by the terms of the new agreement. On April 24,
2004, the Union filed an unfair labor practice charge against
the Homes, alleging that their refusal to execute and abide by
the agreement was unlawful under the Act.
B. Withdrawal from Multi-employer Bargaining Units
Until 1958, the NLRB permitted both employers and un-
ions to abandon multi-employer bargaining units at any time,

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even in the middle of bargaining. Charles D. Bonanno Linen
Serv., Inc. v. NLRB, 454 U.S. 404, 410 (1982) (collecting
NLRB decisions). In Retail Associates, however, the Board
established a set of rules regulating withdrawal from multi-
employer bargaining units, as follows:
We [will] refuse to permit the withdrawal of an
employer or a union from a duly established mul-
tiemployer bargaining unit, except upon adequate
written notice given prior to the date set by the
contract for modification, or to the agreed-upon date
to begin the multiemployer negotiations. Where
actual bargaining negotiations based on the existing
multiemployer unit have begun, we [will] not permit,
except on mutual consent, an abandonment of the
unit upon which each side has committed itself to the
other, absent unusual circumstances.
120 N.L.R.B. at 395. In reaching this decision, the Board
relied upon ‘‘the fundamental purpose of the Act of fostering
and maintaining stability in bargaining relationships’’:
While mutual consent of the union and employers
involved is a basic ingredient supporting the appro-
priateness of a multiemployer bargaining unit, the
stability requirement of the Act dictates that reason-
able controls limit the parties as to the time and
manner that withdrawal will be permitted from an
established multiemployer bargaining unit.
Id. at 393.
Following the decision in Retail Associates, the Board
determined that ‘‘unusual circumstances’’ that would justify
withdrawal after the commencement of bargaining normally
would be found only when an employer is subject to extreme
financial pressures or when a bargaining unit is substantially
fragmented. Charles D. Bonanno Linen, 454 U.S. at 411 &
n.6 (citing authorities). Apart from these circumstances, the
Board has construed ‘‘unusual circumstances’’ very narrowly.
See Decision, slip op. at 6, J.A. at 765 (describing Board
decisions refusing to find unusual circumstances). Most per-

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tinent for this case, the Board in Chel LaCort addressed the
‘‘situation[ ] where the multiemployer association fails, either
deliberately or otherwise, to inform its employer-members of
the start of negotiations.’’ 315 N.L.R.B. at 1036. Noting
that the ‘‘unusual circumstances’’ exception ‘‘has historically
been limited to only the most extreme situations,’’ id., the
Board decided that the situation in that case did not warrant
an extension of the exception. Id. at 1036-37.
C. Proceedings Below
After a trial on the record in which the facts detailed above
were established, the Administrative Law Judge (‘‘ALJ’’)
issued his decision. See Decision, slip op. at 2-9, J.A. at 761-
68. He noted that ‘‘there is no dispute about the fact that
neither [Resort nor Kingsbridge] sent any type of written
communications to the Union or to the Association prior to
the commencement of negotiations that they were withdraw-
ing their authorizations to have the Association bargain on
their behalf.’’ Id., slip op. at 3, J.A. at 762. The ALJ
determined that the Homes neither knew nor had reason to
know of the early commencement of negotiations, id., slip op.
at 5, 7, J.A. at 764, 766, but he noted that, under Chel LaCort,
this did not constitute ‘‘unusual circumstances’’ justifying an
untimely withdrawal, id., slip op. at 6-8, J.A. at 765-67.
Therefore, because the Homes’ attempt to withdraw was
legally insufficient, the ALJ concluded that their refusal to
execute and abide by the agreement negotiated by the Associ-
ation and Union violated § 8(a)(1), (a)(5), and (d) of the Act.
Id., slip op. at 8, J.A. at 767.
After exceptions were filed, the Board affirmed the ALJ’s
rulings, findings, and conclusions. Id., slip op. at 1, J.A. at
760. The Homes now petition for review, and the Board
cross-applies for enforcement.
II. ANALYSIS
A. The Chel LaCort Rule
The Homes do not dispute that they failed to provide
adequate written notice of withdrawal prior to the commence-

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ment of bargaining between the Union and the Association.
Accordingly, the Homes concede that, under Retail Associ-
ates, they are bound by the results of the multi-employer
bargaining if ‘‘unusual circumstances’’ do not exist. The
Homes, however, challenge the rule adopted by the Board in
Chel LaCort, arguing that the early commencement of negoti-
ations without notice should constitute ‘‘unusual circum-
stances’’ justifying their untimely withdrawal.
We will uphold a Board rule as long as it is rational and
consistent with the Act, even if we would have formulated a
different rule had we sat on the Board. NLRB v. Curtin
Matheson Scientific, Inc., 494 U.S. 775, 787 (1990); Finerty v.
NLRB, 113 F.3d 1288, 1291 (D.C. Cir. 1997). In the context
of multi-employer bargaining, the Supreme Court has specifi-
cally instructed that, through statutory silence, Congress
‘‘intended to leave to the Board’s specialized judgment’’ the
resolution of the inevitable questions concerning multi-
employer bargaining bound to arise in the future. Charles D.
Bonanno Linen, 454 U.S. at 409 (citing NLRB v. Truck
Drivers Local Union No. 499, 353 U.S. 87, 96 (1957) (‘‘Buffalo
Linen’’)). In other words, the court has no business second-
guessing the Board’s judgment in this area unless it infringes
the Act or defies reason. We conclude that the Chel LaCort
rule is ‘‘rational and consistent with the Act,’’ Curtin Mathe-
son Scientific, 494 U.S. at 787, and must therefore be upheld.
The Supreme Court has observed that, in regulating with-
drawal from multi-employer units, the Board has been re-
quired to balance conflicting interests:
The Board has recognized the voluntary nature of
multiemployer bargaining. It neither forces em-
ployers into multiemployer units nor erects barriers
to withdrawal prior to bargaining. At the same
time, it has sought to further the utility of multiem-
ployer bargaining as an instrument of labor peace by
limiting the circumstances under which any party
may unilaterally withdraw during negotiations.

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Charles D. Bonanno Linen, 454 U.S. at 412. In that case,
the Court refused to upset the Board’s decision not to accept
a bargaining impasse as an unusual circumstance justifying
an untimely withdrawal. The Court emphasized that it is for
the Board, ‘‘employing its expertise in the light of experience
TTT to balance the ‘conflicting legitimate interests’ in pursuit
of the ‘national policy of promoting labor peace through
strengthened collective bargaining.’ ’’ Id. at 413 (quoting
Buffalo Linen, 353 U.S. at 95, 96). Although ‘‘[t]he Board
might have struck a different balance from the one it has,’’
the Court concluded, ‘‘assessing the significance of impasse
and the dynamics of collective bargaining is precisely the kind
of judgment that Buffalo Linen ruled should be left to the
Board.’’ Id.
We have similarly held that where the Board balances
competing statutory interests – such as the interests in
voluntariness and stability implicated by the rules regulating
withdrawal from multi-employer bargaining – ‘‘[i]t is not the
role of the court to promulgate new rules, or exceptions to
existing rules, in order to effectuate one statutory purpose
TTT at the expense of another.’’ Terrace Gardens Plaza, Inc.
v. NLRB, 91 F.3d 222, 228 (D.C. Cir. 1996). Instead, once we
conclude that the Board’s rule is ‘‘reasonably calculated to
reconcile those potentially conflicting objectives, our job is at
an end.’’ Id.
In Chel LaCort, the Board explained that the Retail Asso-
ciates rules rest on the Act’s ‘‘fundamental purpose of foster-
ing and maintaining stability of bargaining relationships,’’ and
that the ‘‘unusual circumstances’’ exception ‘‘has historically
been limited to only the most extreme situations.’’ Chel
LaCort, 315 N.L.R.B. at 1036. In deciding that the ‘‘unusual
circumstances’’ exception should not be extended to situations
where a multi-employer association fails to inform an employ-
er of the commencement of negotiations, the Board explained
that ‘‘[w]hether and to what extent a multiemployer associa-
tion communicates with its members is an internal association
matter which is properly and readily resolved by and between
the multiemployer association and its members.’’ Id. at 1036-
37. The Board was unwilling to ‘‘effectively TTT impos[e] a

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notice requirement on the multiemployer association and
insert[ ] [itself] into the association/member relationship un-
necessarily and with uncertain consequences.’’ Id. at 1037.
The Board further recognized that ‘‘imposing such a notice
requirement on the multiemployer association might actually
have the effect of imposing such a requirement on the union,
for the only way the union could be sure that such notice was
given and that the employer-members would be bound would
be to give such notice itself.’’ Id. at 1037 n.6. We think that
this explanation is ‘‘both clear and reasonable,’’ Epilepsy
Found. of N.E. Ohio v. NLRB, 268 F.3d 1095, 1102 (D.C. Cir.
2001), and provides ample justification for the Board’s posi-
tion.
The Homes argue, however, that in adopting the Chel
LaCort rule, the Board gave undue weight to ‘‘stability’’ at
the expense of ‘‘voluntariness.’’ We disagree. The balance
struck by the Chel LaCort Board sufficiently preserves the
statutory interest in voluntariness and is therefore entitled to
deference.
For one thing, the Chel LaCort situation does not arise
until after an employer voluntarily delegates bargaining au-
thority to a multi-employer association. As the Chel LaCort
Board itself noted, an employer can always protect itself
through its arrangement with the association. For example,
an employer could require the association to provide notice
before commencing negotiations. Although it is true that,
under Chel LaCort, an employer would be bound even if an
association violated its agreement with the employer, this is
analogous to the result that would obtain under common law
agency principles. Cf. Wittlin v. Giacalone, 171 F.2d 147, 148
(D.C. Cir. 1948) (‘‘Where an agent is clothed with either real
or apparent authority to act, proof of secret instructions is not
a good defense to defeat the rights of innocent third par-
ties.’’). See generally 3 AM. JUR. 2D Agency §§ 75-78, 262
(2002) (describing liability of principal to third parties based
on apparent authority of agent). As is often the case in
principal-agent situations, the employer’s remedy would be
against its agent.

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Moreover, at any time (prior to the commencement of
negotiations), an employer who becomes dissatisfied with the
multi-employer association may revoke its delegation of bar-
gaining authority. In this case, for example, the Homes
clearly had become disenchanted with the Association’s repre-
sentation by the summer or fall of 2001. At that time, the
Homes could have sent notice of their withdrawal from multi-
employer bargaining, and there would have been no question
of their being bound by the subsequently negotiated agree-
ment. It does not matter whether the Homes reasonably
could have anticipated that bargaining would commence early.
Nothing prevented the Homes from fully protecting them-
selves from an unexpected agreement by giving notice of
withdrawal in June of 2001 when they stopped paying Associ-
ation dues.
Indeed, any employer who wishes to ensure that it will not
be bound by an unexpected agreement may simply revoke its
delegation of bargaining authority immediately after signing a
contract. The Homes acknowledge the availability of this
option for an employer that does not trust its multi-employer
association, but argue that this process would undermine the
very stability in bargaining relationships that the Board
claims to advance. See Reply Br. for Pet’rs at 8. But it is
not for us to predict whether the prospect of employers
withdrawing as a matter of course would undermine stability
more than a requirement of notice would. Such an assess-
ment ‘‘is precisely the kind of judgment that TTT should be
left to the Board.’’ Charles D. Bonanno Linen, 454 U.S. at
413.
In sum, the Board articulated a defensible justification for
the rule in Chel LaCort. The Homes’ argument that the rule
violates the fundamental statutory interest in voluntariness
fails inasmuch as the rule applies only after an employer has
voluntarily agreed to be bound by the fruits of multi-
employer bargaining. Given this starting point, it was per-
fectly reasonable for the Board to place the burden of with-
drawal on employers who voluntarily elect association repre-
sentation in multi-employer bargaining. If an employer is
dissatisfied with the representation of its multi-employer

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association, it retains its remedies against the association
under contract and agency law.
B. The Board’s Finding Regarding Collusion
Noting that there was ‘‘no evidence’’ of any ‘‘collusion or
conspiracy involving the Union,’’ the Chel LaCort Board left
open the possibility that such evidence might be sufficient to
show ‘‘unusual circumstances.’’ 315 N.L.R.B. at 1036-37 n.5.
The Homes argue that the Board erred in rejecting their
claim in this case that ‘‘the Union and the Association collud-
ed to keep their negotiations a secret.’’ See Decision, slip op.
at 8, J.A. at 767.
The Board’s findings of fact are ‘‘conclusive’’ if ‘‘supported
by substantial evidence on the record considered as a whole.’’
29 U.S.C. § 160(e)-(f) (2000). Substantial evidence means
‘‘such relevant evidence as a reasonable mind might accept as
adequate to support a conclusion.’’ Evergreen Am. Corp. v.
NLRB, 362 F.3d 827, 837 (D.C. Cir. 2004) (internal quotation
marks omitted). Thus, we reverse for lack of substantial
evidence ‘‘only when the record is so compelling that no
reasonable factfinder could fail to find to the contrary.’’ Id.
(internal quotation marks omitted). We conclude that sub-
stantial evidence supports the Board’s rejection of the Homes’
claim of collusion.
At the outset, we note that, inasmuch as the employer in
Chel LaCort was provided no notice of the commencement of
negotiations, see 315 N.L.R.B. at 1036, it is clear that the
‘‘collusion’’ contemplated by that case entails something more
than a mere failure (even if deliberate) to provide such notice.
Since its decision in the instant case, the Board has clarified
that ‘‘[t]he ‘collusion or conspiracy’ referred to by the Chel
Board’s dictum clearly contemplates actions by the union and
the employer association that are deliberately intended to
prevent an employer from exercising its right to withdraw.’’
D.A. Nolt, Inc., 340 N.L.R.B. No. 152, 2003 WL 22970620, at
*4 (Dec. 15, 2003). On the record before us, we hold that it
was reasonable for the Board to conclude that the Association
and Union did not deliberately collude to prevent the Homes
from exercising their right to withdraw.

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The evidence pressed by the Homes is unavailing. In
arguing for a finding of collusion, the Homes principally point
to the early start of negotiations, the occurrence of substan-
tial negotiations prior to the formal negotiation sessions on
January 23 and February 1, 2002, the Association’s knowl-
edge that some members may have been unaware of the
negotiations, and the fact that the only participant in the
negotiations on the Association’s behalf was its executive
director. These alleged facts, even if true, do not compel a
finding of impermissible collusion, for the simple reason that
a mere failure to provide notice, even if deliberate, is insuffi-
cient to find proscribed collusion.
The Board determined that the early commencement and
quick pace of the negotiations resulted from the parties’
concern that, after the terrorist attacks in New York on
September 11, 2001, ‘‘State money might be diverted to other
purposes and inasmuch as much or most of the money
derived especially by nursing homes comes from State fund-
ing, via Medicaid, it would be a good idea to finalize collective-
bargaining agreements (together with discussion with State
officials), so that the Union and the employers would be able
to go to the State legislature to lobby, ahead of other suppli-
cants, for allocations from the upcoming State budget.’’ Deci-
sion, slip op. at 3, J.A. at 762. This finding was directly
supported by testimony from the Union’s attorney and execu-
tive vice president, as well as the Association’s executive
director. See Hr’g Tr. at 39, 108-10, 252-54, 276-79, reprinted
in J.A. at 45, 114-16, 260-62, 286-89. In accepting this
explanation, the Board reasonably concluded that the parties
had not impermissibly colluded or conspired to deliberately
prevent the Holmes from exercising their right to withdraw
from the multi-employer bargaining unit.
C. Ratification
Finally, the Homes argue that the collective bargaining
agreement is not binding upon them because it was never
ratified. Resolution of this matter turns on the meaning of
the agreement’s ratification clause, which provides:

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This agreement is subject to ratification by the 1199
membership, 1199 and the Association.
2002 Memorandum of Agreement Between the Union and the
Association at 6, reprinted in J.A. at 493. At oral argument,
counsel for the Homes acknowledged that their objection is
and always has been only that the members of the Association
did not ratify the agreement – not that the Association itself
did not ratify it. See Recording of Oral Argument at 42:18-
43:03, 46:57-47:41.
In contrast to the deference owed the Board’s findings of
fact and interpretations of the Act, we accord no deference to
the Board’s interpretation of collective bargaining agree-
ments. Commonwealth Communications, Inc. v. NLRB, 312
F.3d 465, 468 (D.C. Cir. 2002). Having reviewed the contract
de novo, we reject the Homes’ suggestion that the disputed
collective bargaining agreement was subject to ratification by
the Association’s members.
The ratification clause, by its plain language, does not
require ratification by the members of the Association. On
its face, the ratification clause requires ratification only by
the Union, the Union’s members, and the Association. The
separate references to the Union and the Union’s member-
ship stand in stark contrast to the single reference to the
Association. This undermines the Homes’ argument that the
requirement of ratification by the Association really means
ratification by the Association’s members. Ratification by
‘‘the Association’’ is not the same as ratification by ‘‘the
Association’s members.’’
The Homes do not claim that a contract that provides for
‘‘ratification by TTT the Association’’ is somehow unlawful.
Rather, they argue that this interpretation of the ratification
clause is implausible. It makes no sense, they claim, to
require ratification by the Association itself when the Associa-
tion, through its executive director, is already a signatory to
the agreement. The Homes’ argument fails for two reasons.
First, as already noted, the clause expressly requires ratifica-
tion by the Union (as distinct from the Union membership)
even though the Union was also a signatory to the agreement.

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More fundamentally, it is simply not implausible or absurd to
require ratification by the Association, as there are a variety
of ways in which an association might structure the process of
ratifying a contract negotiated by its agent. For example, an
association might authorize its board of directors to ratify a
collective bargaining agreement negotiated by an officer.
Alternatively, as claimed to be the arrangement here, an
association might authorize its executive director to affirm the
agreement after an informal process of consultation and
deliberation. See Hr’g Tr. at 280-82, J.A. at 290-92 (testimo-
ny of Bart Lawson, executive director of the Association).
The parties to collective bargaining agreements are free to
‘‘ratify’’ agreements as they see fit within the bounds of the
law. There are no absolutely right and wrong ways to
achieve ratification, nor is there any binding norm which
compels only one view of ratification. We therefore conclude
that the collective bargaining agreement at issue here does
not require ratification by the Association’s members and
reject the Homes’ argument that the agreement is void for
lack of such ratification.
III. CONCLUSION
For the foregoing reasons, we deny the petition for review
and grant the Board’s cross-application for enforcement.

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