On Application for Enforcement of an Order of the National Labor Relations Board. Board No. 4-CA-6541.
Van Dusen, Gibbons and Rosenn, Circuit Judges.
The delicate and subtle problems involved in the labor law doctrine of employer successorship are again presented in this proceeding. The National Labor Relations Board seeks enforcement of an order resulting from its determination that Security-Columbian Banknote Company (Security) is a successor employer of a company from which Security purchased printing plant assets. For the reasons stated hereinafter, we enforce the order only in part.
Like many successor stories, our saga must begin with the predecessor employer. Federated Banknote Company (Federated) engaged in engraved stock and bond printing at a plant located on Caroline Road, Philadelphia, Pennsylvania (Caroline plant). Its complement of sixty-six production employees was represented by several unions. Among these was the Philadelphia Printing Pressmen, Assistants and Offset Workers' Union No. 4 (Pressmen), which represented a unit composed of twelve letterpress and offset employees. The record does not reveal that the Pressmen were formally certified as a bargaining representative for this unit, but the union had negotiated collective bargaining agreements with Federated since 1967. The last such agreement ran from May 1, 1970 to April 30, 1973, and was extended by consent of the parties until May 18, 1973.
Security, the respondent herein, operates a plant, also in Philadelphia, at 55th and Sansom Streets (Sansom plant), approximately twenty miles from the Caroline plant, where it designs, engraves and prints stocks and bonds. It has been a member of a multi-employer association which has negotiated collective bargaining agreements with various unions. A unit of eight letterpress employees at the Sansom plant is covered by such an agreement with the Pressmen. A separate agreement with Graphic Arts International Union, Local 14L (Graphic Arts) covers a unit of twelve employees performing offset functions at the Sansom plant. Section 2 of this contract provided:
This contract shall be binding on all members of the Association for their plants or departments in the Philadelphia area . . . .
The agreement also contained a union security clause.
In the spring of 1973 respondent's parent company reached an agreement to purchase the Caroline plant from Federated. On April 18, Pressmen business agent Frederick Day informed respondent's parent that the Pressmen represented certain employees in a bargaining unit at the Caroline plant and had a collective bargaining agreement with Federated. Day demanded that Security recognize and bargain with the Pressmen for those employees as soon as Security took over the plant assets.
Later in April, Security's Sansom plant manager, Robert Christopherson, initiated a telephone conversation with Walter Buczko, secretary of Graphic Arts. Christopherson explained that Security was negotiating to purchase the Caroline plant and wanted to hire offset employees of Federated who were not members of Graphic Arts. Buczko posed no objection.
In further negotiations with the Pressmen, respondent took the position that it would recognize the Pressmen as representative of the retained letterpress operators at the Caroline plant, but the retained offset employees would become subject to Security's contract with Graphic Arts and would have to join the latter union.
On Friday, May 18, Security acquired the Caroline plant assets from Federated. The purchase agreement included rights to the land and buildings, fixed assets, machinery, equipment, inventories, copyrights, contracts, orders and work in progress. Security hired forty-five production employees, all of whom had been employed by Federated. These people were hired after interviews and consideration of their work records. They all received new seniority dates. Included in that group were eight of the twelve letterpress-offset employees who had formed the Federated unit represented by the Pressmen. Security assigned four of these individuals to offset work and four to letterpress work; the two groups were placed in separate departments. Security extended the bargaining rights of all the unions with which it had contracts at the Sansom plant to cover the employees working at Caroline Road who were working within the jurisdiction of the unions' respective collective bargaining agreements. Following this practice, respondent recognized the Pressmen as bargaining representative for employees engaged in letterpress work, and recognized Graphic Arts as bargaining representative for employees doing offset work. It also applied the collective bargaining agreement it had with Graphic Arts at the Sansom plant to the four Caroline plant offset employees.
Federated management was not hired by respondent. Security's Sansom plant manager, Christopherson, became manager for both plants, and spends approximately forty percent of his time at the Caroline plant. Security retained four of the seven Federated foremen; one was put in charge of production and given the title of "Assistant Plant Manager." Another was hired and employed only as a production worker. Three new assistant foremen were hired. Christopherson distributes printing work between the two plants, sets personnel policies for both, and except for collective bargaining handled by the multi-employer association, he is in charge of labor relations for both plants. Personnel records for employees of both ...