                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT
                                           

No. 93-2343

                      THE 3-E COMPANY, INC.,

                           Petitioner,

                                v.

                 NATIONAL LABOR RELATIONS BOARD,

                           Respondent.

                                           

           ON PETITION FOR REVIEW AND CROSS-APPLICATION
                  FOR ENFORCEMENT OF AN ORDER OF
                THE NATIONAL LABOR RELATIONS BOARD

                                           

                              Before

                    Torruella, Circuit Judge,
                                            

                 Campbell, Senior Circuit Judge,
                                               

                     and Cyr, Circuit Judge.
                                           

                                           

     Malcolm  E. Morrell,  Jr., with  whom Michael  A. Duddy  and
                                                            
Eaton,  Peabody,  Bradford  &amp; Veague,  P.A.,  were  on brief  for
                                           
appellant.
     Joseph J. Jablonski, Jr., Attorney, National Labor Relations
                             
Board, with  whom Frederick L. Feinstein,  General Counsel, Linda
                                                                 
Sher,  Acting Associate  General  Counsel, Aileen  A.  Armstrong,
                                                                
Deputy Associate General Counsel, and Howard E. Perlstein, Deputy
                                                         
Assistant General Counsel,  National Labor Relations  Board, were
on brief for appellee.

                                           

                           June 3, 1994
                                           

          Per  Curiam.     In  this  action,   the  International
                     

Brotherhood of Electrical Workers, Local Union #567 ("the Union")

alleged  that The  3-E  Company ("3-E")  engaged in  unfair labor

practices.  After  a hearing, an administrative law judge ("ALJ")

found that a 3-E supervisor interfered with and coerced employees

in  the  exercise  of  their  protected  right  to  organize,  in

violation  of   8(a)(1) of the National Labor Relations Act ("the

Act").   29  U.S.C.   158(a)(1).    The National  Labor Relations

Board ("NLRB")  subsequently issued  a final order  affirming the

ALJ's  findings  and adopting  its  recommended order.    3-E now

petitions this Court for  review of the NLRB's final order.   The

NLRB has  also filed a cross-application,  seeking enforcement of

its order.   We  deny 3-E's  petition for  review, and grant  the

NLRB's cross-application for enforcement against 3-E.

                            BACKGROUND
                                      

          The record supports the NLRB's finding of the following

facts.  See Cumberland Farms, Inc. v. N.L.R.B., 984 F.2d 556, 558
                                              

(1st  Cir.  1993).   3-E is  an  electrical contractor  that does

commercial and industrial projects throughout the State of Maine.

In December 1990, 3-E began work on a Sam's Warehouse store ("the

Project").   James  Lamson was  vice-president of  3-E's southern

division, and in  charge of  the Project.   Paul  Werner was  the

foreman for the  Project.   Werner supervised the  daily work  of

employees on the Project.  His responsibilities included watching

equipment,  keeping track  of what  work each  employee performed

each  day,  and  completing  daily  labor  reports  charting  the

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progress of the Project.

          In March 1991, 3-E hired Charles Campbell to work full-

time as an  electrician on the Project.  Campbell  was not then a

member  of  the  Union.    In  early  April  1991,  Lamson  hired

additional electricians, including Elliot  Tonken, to work on the

Project.  Lamson knew that Tonken  was a member of the Union, and

Tonken made no attempt to hide his Union membership.

          In April,  Tonken had numerous conversations  about the

Union with  Campbell, and with  employees Ed Hevey,  Roger Hicks,

and  Paul Lavelle.   In  mid to  late April, Werner  noticed that

Campbell  was talking  to  Tonken  during  a  break.    As  their

conversation  ended,  Werner  approached  Campbell  and,  in  the

presence of Hevey and Hicks, asked Campbell if Tonken was talking

to him  about the Union.   Campbell replied that he  was.  Werner

then told Campbell that he did  not like the idea that Tonken was

talking about the Union on the  Project site, and that when there

was a layoff, Tonken  would be one of  the first to be  laid off.

Werner also  showed Campbell a  notebook he kept,  containing the

names of  the first  group of  employees who  would be  laid off:

Tonken, Hevey, Hicks and Lavelle.

          On or  about April  25, 1991, Werner  approached Tonken

and  asked him whether he belonged to  the Union.  Tonken gave an

affirmative response.  Werner  then asked Tonken if he  was there

to cause  trouble.  Tonken replied  that he was not,  he was just

there  to do his job.   A week or two  later, Werner asked Tonken

what  the Union was like.   In reply,  Tonken expressed his views

                               -3-

regarding the Union.

          Later  in May  1991, 3-E  laid off  Tonken, as  well as

Hevey, Hicks and Lavelle.  In July 1991, Campbell was transferred

to another jobsite.   Campbell  continued to work  for 3-E  until

September 1991.

          Based  on  these events,  the  Union  alleged that  3-E

engaged in unfair labor practices.   The NLRB subsequently issued

a complaint  and initiated hearings regarding  allegations that a

3-E  supervisor  interfered with  and  coerced  employees in  the

exercise of their protected  right to organize in violation  of  

8(a)(1) of the Act.  The ALJ found the allegations to be true and

recommended  that 3-E  be ordered  to cease  and desist  from its

unfair  labor practices and to  post notices stating  it would no

longer interrogate or threaten employees.  The NLRB then issued a

final order  on November 22,  1993, affirming the  ALJ's findings

and adopting the recommended order.

          3-E challenges  the findings  of the NLRB,  claiming in

large  part  that the  findings  are  unsupported by  substantial

evidence on the record.  We disagree.

                        STANDARD OF REVIEW
                                          

          We uphold a NLRB finding that the Act has been violated

as  long as the finding  is supported by  substantial evidence on

the record  as a whole, even if we would have reached a different

conclusion.  29 U.S.C.     160(e) and (f); Cumberland  Farms, 984
                                                            

F.2d at 559.

  WAS THE NLRB'S FINAL ORDER SUPPORTED BY SUBSTANTIAL EVIDENCE?
                                                              

                               -4-

          The Act guarantees employees  the right "to form, join,

or  assist  labor organizations  . .  .  and to  engage  in other

concerted activities for the  purpose of collective bargaining or

other  mutual  aid or  protection .  .  . ."    29 U.S.C.    157.

Section 8(a)(1) of the Act implements this guarantee by making it

an unfair  labor practice  for an  employer  "to interfere  with,

restrain,  or  coerce employees"  in  the exercise  of  the above

mentioned rights.  29 U.S.C.    158(a)(1).   An employer violates

  8(a)(1) by coercively interrogating employees about their union

activities or  sentiments, or about the  activities or sentiments

of  others,  and by  either  directly  or indirectly  threatening

employees.   See Cumberland Farms,  984 F.2d at  559; N.L.R.B. v.
                                                              

Otis Hospital, 545  F.2d 252,  256 (1st Cir.  1976).  Whether  an
             

employer's  actions are  coercive depends  on the  entire factual

context in which the  actions occur.  Cumberland Farms,  984 F.2d
                                                      

at 559.

          Substantial evidence on the record  supports the NLRB's

conclusions that 3-E violated    8(a)(1) of the Act.   The record

supports  the finding that Werner,  employed by 3-E  as a foreman

with  supervisory  responsibilities,  interrogated Campbell,  and

later Tonken,  about their  union activities.   Werner questioned

Campbell  about  discussions he  had  with  Tonken regarding  the

Union, and indicated that he  disapproved of such discussions  on

the jobsite.  Werner also asked Tonken whether he was a member of

the  Union, and whether Tonken had come  to work for 3-E to cause

trouble.   Moreover, Werner  threatened Campbell and  Tonken with

                               -5-

layoffs  or   unspecified  reprisals   because  of   their  Union

activities.     Werner  substantiated  his  threat of  layoff  by

showing  Campbell a  notebook, containing  a list  of soon-to-be-

laid-off-employees:   Tonken,  Hevey, Hicks  and Lavelle.   These

facts,  considered in the  context in  which the  statements were

made and the actions taken, support the conclusion that under the

totality of  the circumstances,  3-E interfered with  and coerced

employees in the exercise of their protected right to organize in

violation of   8(a)(1) of the Act.

          To a large extent, the ALJ arrived at his conclusion by

crediting the testimony of Campbell and Tonken, and giving little

weight  to  the  testimony  of  Werner.    An  ALJ's  credibility

determinations are entitled  to great weight  because he saw  and

heard the witnesses testify.   Holyoke Visiting Nurses Ass'n.  v.
                                                             

N.L.R.B., 11 F.3d 302,  308 (1st Cir. 1993) (citations  omitted).
        

A reviewing court  will not disturb such findings so  long as the

ALJ's position represents a choice between two fairly conflicting

views, even  if this Court would have made a different choice had

the matter come before it de novo.   Id.  We will only set  aside
                                       

findings if we  believe that  the ALJ overstepped  the bounds  of

reason.   Id.    Here, we  find  no basis  to  disturb the  ALJ's
            

reasoned credibility determinations.  We also do not believe that

the ALJ transgressed the bounds of reason in any other respect.

          The record also supports the finding that 3-E was bound

by  the acts and statements  of Werner.   "In determining whether

any  person is acting  as an 'agent'  of another person  so as to

                               -6-

make  such other person responsible for his acts, the question of

whether the  specific acts performed were  actually authorized or

subsequently ratified  shall not be  controlling."   29 U.S.C.   

152(13).  Rather, in this labor context, courts utilize a liberal

agency  analysis,  emphasizing  such  factors  as  a supervisor's

"apparent authority."  N.L.R.B.  v. Schroeder, 726 F.2d 967,  971
                                             

(3d  Cir. 1984).  An  employer is generally  held responsible for

the statements or conduct of its supervisors when employees would

have just cause to believe that a [supervisor] was acting for and

on behalf of the company.  Ballou Brick Co. v. N.L.R.B., 798 F.2d
                                                       

339, 347 (8th Cir.  1986); Schroeder, 726 F.2d at 971;  Proctor &amp;
                                                                 

Gamble  Mfg. Co. v.  N.L.R.B., 658 F.2d  968, 984 n.18  (4th Cir.
                             

1981) (quoting N.L.R.B. v.  Texas Indep. Oil. Co., 232  F.2d 447,
                                                 

450 (9th Cir. 1956), cert. denied, 459 U.S. 879 (1982);  see also
                                                                 

N.L.R.B.  v. Garland Corp., 396 F.2d 707, 709 (1st Cir. 1968) (in
                          

dicta,  stating  that employers  are  liable for  the  conduct of

supervisors where employees have reason to think that supervisors

are acting on behalf of employers).

          3-E admits  that Werner  was a "supervisor"  within the

meaning of  29 U.S.C.   152(11).   The evidence also supports the

conclusion that employees reasonably  believed that Werner  acted

on  behalf of 3-E with  respect to labor  and employment matters.

Werner  was  3-E's  only foreman  on  the  Project  site, and  he

exercised  broad  daily supervisory  authority over  the workers.

Moreover, on occasion, Werner specifically suggested to employees

that he  had input into 3-E layoff decisions, and that he did not

                               -7-

look favorably upon union activities.  For instance, Werner  told

Campbell that he did not think Tonken should be talking about the

Union on  the Project site, and  that Tonken would be  one of the

first  employees laid  off.   Additionally, 3-E  did  not proffer

evidence  which  established  that  despite  Werner's supervisory

status, employees  had notice that  Werner was not  authorized to

speak  on behalf of 3-E, or that employees reasonably should have

known that Werner did  not possess such authority.   We therefore

uphold the finding attributing Werner's statements and actions to

3-E.1

          We  have considered 3-E's  other arguments and conclude

that  they lack  merit.   We  believe  that the  ALJ's  findings,

adopted by the NLRB, are supported by substantial evidence in the

record.   The  petition  for review  is  denied, and  the  NLRB's
                                               

request for enforcement of its order is granted.
                                               

                    

1   The NLRB properly  disavowed the ALJ's  discussion concerning
whether  Werner  was  specifically  authorized  by  3-E  to  make
statements or take actions which interfered with employees' union
activities as  the controlling principle  in determining  whether
Werner's actions were attributable  to 3-E.  29 U.S.C.    152(13)
specifically   provides   that  such   analysis   shall  not   be
controlling.   Despite 3-E's contention to the contrary, the NLRB
did  not then  simply irrebuttably  attribute the  statements and
actions of Werner to 3-E.  Rather, the NLRB did not disclaim, and
thus accepted,  the ALJ's findings demonstrating  that Werner had
apparent authority  to act on behalf of 3-E.  This finding by the
ALJ was supported by substantial evidence in the record.

                               -8-
