International Association of Machinists and Aerospace Workers Local Lodge 1740 v. Do-Tan Manufacturing Limited, 1984 CanLII 1117

[1984] OLRB Rep. October 1388

0828-84-R;0829-84-R International Association of Machinists and Aerospace Workers Local Lodge 1740, Applicant, v. Do-Tan Manufacturing Limited, 414655 Ontario Limited, carrying on business as Tanner Industries and J. R. Tanner, Respondents

BEFORE: Corinne F. Murray, Vice-Chairman, and Board Members D. H. Blair and H. Kobryn.

APPEARANCES: James Hayes, George Drennan, Sheila Mcintyre and Lloyd Bradt for the applicant; no one for the respondent Do-Tan; Patrick Mazurek for Tanner Industries and J. W Tanner.

DECISION OF THE BOARD; October 29, 1984

2. These are simultaneous applications pursuant to section 63 and section 1(4) of the Labour Relations Act. They were not argued in the alternative by the applicant. The remedies the applicant seeks are:

(1) A declaration that 414655 Ontario Limited carrying on business as "Tanner Industries" is a successor employer to Do-Tan Manufacturing Limited.

(2) A declaration that "Tanner Industries" is a related employer to Do-Tan Manufacturing Limited.

(3) A declaration that Tanner Industries is bound by the terms of the collective agreement between Do-Tan Manufacturing Limited and the applicant.

Since no remedy is sought against J. R. Tanner, we hereby dismiss both applications against him.

3. We find the following as facts. Do-Tan was founded in 1974 upon the liquidation of John Bertram Machine Tool Co. (hereinafter "Bertram"). Its initial core activity was tool

and gauge manufacturing. By 1976 its activities and prospects had expanded to warrant the change of name from the specific "Tool and Gauge" to the general "Manufacturing". By its last full fiscal year of operation (October 1981 — October 1982), Do-Tan had three divisions:

(a) The tool and gauge division which produced specialty items such as taps, cutters and plate punches for major steel producers like Stelco and manufacturers like John Deere and International Harvester. This division generated about 13% of sales.

(b) The off-load vehicle division which produced materials related to winching and modified Timberjack machines for provincial hydro facilities and a few foreign customers. This division generated about 43% of sales.

(c) The woodlands division which produced carbide saws, chopper blades, planer knives and chipper knives used in the forest and housing indus­tries (about 43% of sales).

In addition there was also a very small "spare parts" operation whereby Do-Tan manufactured small parts (usually a screw or nut for a lathe), from original Bertram "drawings", stored on the premises of Do-Tan, but owned by Ormstein and Koppel, for owners of aging machines originally made by Bertram. In the last fiscal year gross revenue from this small parts manufacturing amounted to $15,000. Gross sales in that year amounted to $6.2 million, a decline of .8 million from the previous fiscal year. Between October 1982 and June 1983 when Do-Tan ceased its operations, gross sales were between 3.5 to 4 million. The appraised value of all of the assets (excluding intangibles) was over $3 million.

4. Do-Tan and the applicant were bound by a collective agreement, the term of which was "from April 1, 1979 through March 31, 1982". This collective agreement was renewed with changes, not material to this case, on April 15, 1982 for a term of one year from April 1, 1982. At the time of Do-Tan's demise there were approximately 30 employees in the bargaining unit:

All production and maintenance employees located at its Dundas, Ontario, plant save and except office administrative and laboratory staffs, superin­tendents, foremen, watchmen, guards and time study men and any other classifications set forth in the certificate issued by the Ontario Labour Relations Board.

(paraphrase of Article 2.01 in the collective agreement)

Article 38 — Duration — provides that:

the collective agreement shall continue from year to year after that date, unless either party gives notice in writing of its intention to terminate this Agreement, or to enter into negotiations for the purpose of amending the Agreement, within a period of not less than (60) sixty days and not more than (90) ninety days prior to any yearly date of termination".

As a result of this clause, we find that the collective agreement continued in force and effect after March 31, 1984 unchanged and that, as of the date this application was brought, the collective agreement was in the first 2 months of operation for its April 1, 1984 to March 31, 1985 term.

5. In November 1982, Do-Tan's bank called its demand loan. This did not culminate either in bankruptcy proceedings or in a receiver being appointed either by the Court or pursuant to the bank's debenture. Instead, the disposal of Do-Tan was "supervised" by an agent of the bank. J. R. Tanner (hereinafter referred to as "Mr. Tanner") negotiated a deal with the bank that he would receive a commission on anything he was responsible for selling. When efforts to sell the totality of Do-Tan as a going concern failed by March of 1983, the decision was made to sell the operations by division. Ultimately, a three-day auction held in June resulted in the sale of the equipment. Previous to this other equipment had been sold to a variety of buyers, in some instances to competitors. As sales progressed, production wound down and employees laid off. The last notice of layoff was given to remaining employees in May 1983, effective June 30, 1983. By the end of June much of the equipment and assets were sold and all of the employees had been laid off or had transferred to new employment with the purchases of the equipment. Some $250,000 worth of machinery remained, some of which was sold during July and August. Even after the auction, the full debt to the bank had not been repaid.

6. Ownership in Do-Tan was:

Mr. Garth Doel — 74%

Mrs. Doel — 1%

J. R. Tanner — 24%

Margaret Tanner — 1%

Mr. Doel and Mr. Tanner had been Vice-President and Works Manager, respectively, with Bertram. Together they had purchased Bertram, sold a part of it and, around the tool and gauge business, had built Do-Tan into the business set out above. Mr. Tanner was Vice-President and General Manager of Manufacturing while Mr. Doel was responsible for the off-load vehicle division and financing, marketing and sales for all divisions. We received no evidence as to Mrs. Doel's role, if any, in Do-Tan but we received evidence from Margaret Tanner, wife of J. R. Tanner, (hereinafter referred to as Mrs. Tanner) that while Do-Tan was operational, she "filled in" doing accounts receivables, payroll and typing work. After June of 1983, she did mail sorting and delivery for Do-Tan, gave information to prospective purchasers of Do-Tan equipment and once a week showed them the equipment available. Prior to June 1983 Mr. Tan­ner was engaged in winding the operation down and trying to sell Do-Tan. At some point he examined the possibility of starting a new business up but could not get financing. After June 1983 Mr. Tanner was engaged in a number of activities. Initially, he continued to sell or try to sell the remaining equipment. In September he appeared on Do-Tan's behalf at an arbitration hearing dealing with a grievance lodged in the previous year by an employee laid—off in November of 1982. Do-Tan received the decision of the arbitration board dated October 11, 1983 upholding the grievance. We received no evidence as to when this was received by Do-Tan but someone's date stamp on the copy of the award put into evidence is October 28, 1983. The board found that the layoff of an employee in November of 1982 was improper and ordered compensation from that time. On December 2, 1983 Do-Tan received an assessment from the complainant indicating that the compensation owed to the aggrieved employee was $14,764.66. During the time between Mr. Tanner realizing he could not get financing for a new operation large enough to support him and October 1983 Mr. Tanner looked for employment for himself. He was unsuccessful in finding anything in the Hamilton area and ultimately secured employ­ment with Universal Grinding in Brockville in October. Since becoming employed in Brockville, Mr. Tanner has driven home to 16 Maple Avenue, Dundas, where Mrs. Tanner and at least one son, Andrew continue to live.

7. There is no question that Mr. Tanner's family did not want to move away from the Dundas area. During the winding-up of Do-Tan's operations, Andrew and Mrs. Tanner asked him "what can we do to keep you home?" Mr. Tanner's answer was "nothing". However, Mr. Tanner then thought that it may be possible "to set something up for (his) two boys, Andrew and Graham" both of whom were at the time still in school. He noted in or around September that the equipment used for manufacturing punches had not yet been purchased. However, he also knew there were no orders and "I was not in a position to buy equipment unless there was an indication I could get the work for it". To get the necessary orders he contacted Stelco and Fiberglas Canada. Stelco was one of the major customers of Do-Tan's tool and die divisions and Fiberglas was a large purchaser of chopper blades made by Do-Tan. Mr. Tanner ap­proached both Stelco and Fiberglas to try to persuade them to give their business to a new entity. In approaching them he did not take either Andrew or Graham along, rather he took his brother (34 years old with prior experience of three years as supervisor at Do-Tan). It is unclear from the evidence who Mr. Tanner advised would operate the new business, his sons or his brother or both. Both Stelco and Fiberglas agreed to Mr. Tanner's overtures provided the service and quality were there. The attractiveness of these customers was that Stelco required no outlay for material and Fiberglas work could be done on a subcontracting basis in other shops Mr. Tanner was familiar with. Mr. Tanner also secured permission from the President of Ormstein and Koppel for Tanner Industries to use the Bertram designs still on site at Do-Tan. Having secured Stelco's and Fiberglas' commitment, Mr. Tanner, on advice from Do-Tan's accountants, paid back taxes on a dormant numbered company (414655 Ontario Limited) and, as of December 15, 1983, became its president. However, Mrs. Tanner and Andrew held all the shares, 51% and 49% respectively. Its head office was and is 16 Maple Avenue, Dundas where Andrew continues to live. By November a lease on suitable premises in Stoney Creek had been located. It is unclear in whose name the lease was taken. Mr. Tanner testified that the creation of "something" after Do-Tan was for the benefit of his sons. However, it is clear from the evidence that Mr. Tanner's brother, who was unemployed at the time, did "all the initial setup", including making the leasing deal for the premises. Andrew worked with Mr. Tanner's brother on a part-time basis between November 1983 and March 1984 the period during which he completed studies at Mohawk College. Machinery owned by Do-Tan — 3 milling machines, 1 turret lathe, (parts of these four machines, e.g. cutting bits, heads were missing) 1 power hacksaw — was purchased by Mr. and Mrs. Tanner. No money changed hands, however, because the agent for the bank agreed that the value of the equipment equated with some or all of the money owing to Mr. and Mrs. Tanner for various services they performed during the wind-down. These services included the sale of equipment after the auction (for which Mr. Tanner received a 15% commission), caretaking services for the Do-Tan plant, fielding calls from creditors and personal out-of-pocket expenses for plumbing repairs made at the Do-Tan plant in January 1984. The value of the equipment transferred was agreed to be $3,000.00, the price similar machinery fetched at the auction. Mr. and Mrs. Tanner also provided a couple of thousand dollars of capital to the new company to facilitate retooling of the machines to produce or partially produce the product lines which Do-Tan had previously produced for Stelco and Fiberglas.

8. Between November 1983 and March 1984 Mrs. Tanner's brother ran the new compa­ny, whose business name at some point became Tanner Industries. During this time Andrew was completing his studies and only worked at Tanner Industries part time. Mr. Tanner worked during the week in Brockville and returned home on weekends. He advised the new company throughout. Tanner Industries succeeds in fulfilling the contracts with Stelco and Fiberglas and contracted out all the small parts aspect so that after 8 months of operation, its gross sales were:

(a) chopper blades sold to

Fiberglas Canada — $30,000.00

(b) punches — sold to Stelco — $30,000.00

(c) spare parts — to various customers — $ 7,400.00

It is notable that Mr. Tanner indicated that annual gross sales by Do-Tan of chopper blades to Fiberglas "never went above $30,000 — $35,000" and that annual gross sales by Do-Tan of plate punches to Stelco were between $10,000 to $25,000. Gross sales of spare parts had been $15,000 per annum. The Stelco work is described by Andrew as a "once a year" bid for a one-year duration. The Fiberglas work requires a call being made to inquire as to their stocks and making blades accordingly.

9. In March of 1984 Mr. Tanner testified he and his wife "gifted" to Andrew for his 21st birthday their investment in Tanner Industries. Except for Mr. Tanner's relinquishing of the office of President (which he denied ever being conscious of holding) we have no evidence of anything actually occurring or changing to show a gift had been made by Mr and Mrs. Tanner to Andrew. Mrs. Tanner, not Andrew, became President and Secretary and she continued to hold 51% of the shares of the new company. Mr. Tanner's brother, who had never had any ownership stake in Tanner Industries, left in March. Andrew having completed his community college courses, concentrated his efforts on Tanner Industries. Mrs. Tanner continued doing the office duties required, drawing pay for the first time in April of 1984. Mr. Tanner continued to work in Brockville. Mr. and Mrs. Tanner's other son, Graham, declared that he did not want to have anything to do with Tanner Industries. From January 1984 Tanner Industries has employed a number of people, some former Do-Tan employees, on an ad hoc, less than full-time basis. They are:

(1) J. R. Tanner's brother — whose activities are outlined above.

(2) J. Vostry — who punches Tanner Industries saws in an automotive press shop.

(3) Bob Killen — who files and grinds saws on Tanner premises 10 hours per week.

(4) Frazer McGregor — who helps Andrew and Killen when they get "too busy". He has worked 10 weeks.

(5) Jim Campbell — who assists Andrew in repairing machines which do not work properly.

(6) Graham Tanner — who very occasionally drops in to help.

Essentially, there are no full-time employees. Messrs. Killen, Campbell and Vostry had worked for Do-Tan in the bargaining unit and in excluded positions.

10. A lot of the rest of Do-Tan's hard assets went to other corporations, with no connection with Do-Tan. Generally, the purchases were arranged so that, if possible, the employees of Do-Tan would move with the equipment. Some of the equipment went to Mr. Doel and Do-Tan's chief engineer. Mr. Doel set up a design company and thereby picked up design work for the Department of Forestry, which would normally have dealt with Do-Tan. The chief engineer started up a company, taking Do-Tan's welder and maintenance man and they are currently handling two "Government contracts" which Do-Tan would have had. Neither the complainant nor the respondent attempted to join either of these corporations in these proceedings.

11. Having considered all of the evidence and representations of the parties, we have concluded that what occurred between Do-Tan and Tanner Industries falls within the provisions of sections 63(1) and (2) which provide:

63.-(l) In this section,

(a) "business" includes a part or parts thereof;

(b) "sells" includes leases, transfers and any other manner of disposi­tion, and "sold" and "sale" have corresponding meanings.

(2) Where an employer who is bound by or is a party to a collective agreement with a trade union or council of trade unions sells his business, the person to whom the business has been sold is, until the Board otherwise declares, bound by the collective agreement as if he had been a party thereto and, where an employer sells his business while an application for certifica­tion or termination of bargaining rights to which he is a party is before the Board, the person to whom the business has been sold is, until the Board otherwise declares, the employer for the purposes of the application as if he were named as the employer in the application.

The Board in Raymond Cote, [1968] OLRB Rep. March 1211, had this to say regarding the meaning of the word "business", at paragraph 6:

The meaning to be attached to the word "business" depends to a great extent on the nature of the facts and circumstances in each particular case. It cannot be said that any one facet of an enterprise taken by itself necessarily comprises a business. It has been expressed that a business is "the totality of the undertaking". The physical assets of buildings, tools and equipment used in a business are not necessarily the undertaking per se but are, along with management and operating personnel and their skills, necessary in the operations to fulfill the obligations undertaken with a hope of producing a profit to assure its success. The total of these things along with certain intangibles such as goodwill constitute a business.

This theme was subsequently elaborated upon in The Tat ham Company Limited, [19801 OLRB Rep. March 366, at paragraph 26:

The issue of employer successorship arises out of a seemingly endless variety of factual settings, with each new case presenting some of the factors considered relevant to the resolution of prior cases while raising other materially altered, entirely omitted, or newly-added facts which arguably should affect the decision on the merits. Much of the confusion which attends successorship results from the facility with which each case can be distinguished on its facts from all former cases; but to dismiss the confusion so lightly would be to disregard the fundamental differences inherent in the various business contexts in which the successorship issue arises. Factors which may be sufficient to support a "sale of business" finding in one sector of the economy may be insufficient in another. In some industries, particular configuration of assets — physical plant machinery and equipment — may be of paramount importance; while in others it may be patents, "know-how", technological expertise or managerial skills which will be significant. Some businesses will rely heavily on the goodwill associated with a particular location, company name, product name or logo; while for other businesses, these factors will be insignificant. The Labour Relations Act applies equally to primary resource industries, manufacturing, the retail and service sector, the construction industry and certain public services provided by municipali­ties and local authorities. In each of these sectors the nature of the business organization is different, yet in each case section 55 must be applied in a manner which is sensitive to both the business context and the purpose which the section is intended to accomplish.

In Riverview Manor, [1983] OLRB Rep. Sept. 1564, at paragraph 30, the Board had this to say about the movement of assets, together with customers, between two entities:

30. ... assets and customers together do constitute a business. There are several cases in which the Board has enforced collective agreements and bargaining rights against a successor who purchased all or most of a predecessor's assets and began to service its former clientele. A review of some of these decisions demonstrates that a successor may acquire its predecessor's customers in several different ways. Two that are obvious are a covenant not to compete and the purchase of a name or trademark. In Dennis Moran Limited, [1977] OLRB Rep. Apr. 237, the successor bought virtually all of the predecessor's assets — including a gravel pit, equipment and licences — as well as its name. However, the Board has recognized that customers can pass between employers by other means. The habits of consumers with respect to grocery stores were discussed in Dutch Boy Food Markets, 65 CLLC 16,051, in which a store lease and all leasehold improve­ments passed between employers:

Had Kitchener Food only purchased the contents of the premises at 274 Highland Road and moved them into other premises we would have no difficulty in finding that the transaction was only the sale of assets. In the instant case, however, Kitchener Food acquired not just assets, but Steinberg's entire interest in the premises. Stated another way Steinberg's disposed of its entire operation in the Kitchener area which obviously must have had some effect on its operations in Ontario. If by the terms of the transaction Steinberg's had been restricted from

carrying on business in the same area we would have no hesitation in saying that there was a sale of a "business" within the meaning of section 47a [now 63] of the Act. The absence of such covenant, however, is not by any means conclusive that there was not a sale of a "business".

A retail food supermarket, unlike some other businesses, has no customer orders or lists which can be transferred to a purchaser who intends to carry on the same type of business. By the very nature of a retail food business, with the exception of the name, a vendor has no goodwill which he can effectively give or withhold from a purchaser. The success of a food super­market is dependent, on large measure, upon the support of the people who live in the area in which the store is located. Accordingly, any goodwill consists in the habit of customers of the vendor continuing to patronize the food market located on the same premises. If there was any goodwill to be acquired by Kitchener Food it was inherent in the premises themselves in which Steinberg's had carried on the same type of business as that carried on by Kitchener Food. Accordingly, the exemption of goodwill from the purchase price, in our opinion, has no real meaning.

(emphasis added)

The peculiar nature of customer relations in the storage business was acknowledged in Big Bear Storage, [1979] OLRB Rep. Mar. 164, a case involving the transfer of a warehouse lease and associated equipment:

10. In this case the respondent purchased certain assets of the successor (two motors, racks, office equipment) necessary to the operation of a warehouse business and in a separate transaction acquired leased access to the same premises as the predecessor under almost identical terms and conditions. The significance of the second transaction cannot be overstated in the context of the warehousing industry where goods stored on the premises by the predecessor's customers remain there as of the date the successor occupies these premises.

(emphasis added)

In all of these cases, both assets and clientele passed from one employer to the other, and a sale of a business was found to have occurred.

Finally, the Board in Metropolitan Parking Inc., [1979] OLRB Rep. Dec. 1193, at paragraph 35 stated:

35. In assessing the facts from which a transfer of a business may be inferred, the Board has always been especially sensitive to any pre-existing corporate, commercial or familial relationship between the predecessor and the alleged successor; or between the predecessor, the alleged successor and a third party. Transactions in these circumstances require a more careful examina­tion of the business realities than do transfers between two previously unrelated business entities. The presence of a pre-existing relationship may suggest an artificial transaction designed to avoid bargaining obligations; or (more commonly) there may be a transaction in the nature of a business re-organization which does not alter the essential attributes of the employer-employee relationship, and which should not, having regard to the purpose of section 55 [now 63], disturb the collectively bargained framework for that relationship. A business may have created a new legal vehicle to carry on all or part of its activities, or it may have redistributed those activities among its existing legal components without changing its essential character or the identity of its real principals or proprietors. The separate legal identity of the components may be superfluous from an economic view point, and there may be an actual transfer of business activity from one to the other, even though there is little evidence of a transfer of tangible assets, goodwill, etc. In reality, the employer's business may not be exclusively "his" to transfer, for a common principal, shareholder or corporate parent may have the effective power to extinguish an apparently independent business and transfer its economic functions to another. If both businesses are also "in the same business", (i.e., supply the same product in approximately the same way and potentially to the same market or customers) a transfer of a business may have occurred but may be very difficult to detect. In such circumstances it may be important to carefully examine the pre-existing links or lines of common control to which the alleged predecessor and successor are both subject. Such examination is precisely what is undertaken by the Board on an application under section 1(4); but it is also relevant on section 55 applications, and it for this reason that applications commonly plead section 1(4) in the alternative. It would be incorrect to make this consideration a decisive "test" for successorship; but where there is a pre-existing corporate connection between the predecessor and the successor the Board has been disposed to infer a "transfer" if there is the slightest evidence of such transaction. (See: Zehrs Markets, [1975] OLRB Rep. Jan. 48). The pre­existing "nexus" between the respondents inevitably colours the Board's view of facts. As a practical matter, it is much more difficult to sustain the contention that one has not acquired a predecessor's business but merely founded a new, independent, but similar, business serving the same market. (See, for example: Thorco, supra (65 CLLC ¶ 16,052) where a firm closed down one of its manufacturing operations and transferred its equipment to a recently incorporated related company; or Gordons Markets, infra, para­graph 40. In both cases the transaction also looked like a scheme to avoid bargaining rights.)

36. We find that the "part of the business" transferred to Tanner Industries was the equipment owned by Do-Tan and the know-how and customer contacts of Mr. Tanner developed as an owner of Do-Tan. These assets and customers assembled through the instrumentality of Mr. Tanner form a part of the business of Do-Tan and were transferred to the benefit of Tanner Industries. Mr. Tanner, as principal of Do-Tan, not only assembled for the members of his family the physical assets necessary for the continuation of a part of Do-Tan's business but, through his active intervention with customers of Do-Tan, secured the actual continuity of that part of the business as well. Although only a small segment of Do-Tan's business, while it was a going concern, has been transferred we find it is nevertheless a "definable part of the economic functions" formerly performed by the predecessor (see Vaunclair Meats, [1981], OLRB Rep. May 581). The facts before us are distinguishable from the cases mentioned in the respondent's submissions. In the Norjohn Contracting case, [1978] OLRB Rep. May 438, the vendor continued to operate in the same business, did not sign a non-competition clause and retained a key trade name. The Board properly found there was no sale in that instance because of these factors. In the fact situation before us Do-Tan has ceased operation and it is unlikely Mr. Tanner or anyone else from Do-Tan will be competing with Tanner Industries in the areas of operation it has set up. For this reason and the close family ties, the absence of a non-competition clause is not determinative. The Brantford Concrete Pipe Company Limited, [1966] OLRB Rep. Dec. 731 case referred to by the respondent is also distinguishable. In that case no sale was found because the successor did not acquire inventory, customer lists or goodwill in the transaction and, therefore, was seen as acquiring a "mere idle collection of assets". In the facts before us the goodwill of Do-Tan (Mr. Tanner's connection with two major customers) were effectively transferred to Tanner Industries. In the case of the small parts manufacturing aspect Mr. Tanner allowed Tanner Industries to use the plans stored on Do-Tan's premises and under permissive use from Ormstein & Koppel. Mr. Tanner admitted that the first step in the process of setting up Tanner Industries was securing the customers. The subsequent steps, i.e., paying back-taxes on the numbered company, leasing of premises, acquisition of equipment and re-tooling of it were based upon it. There was no significant hiatus in operations between Do-Tan's cessation and Tanner's start-up to allow us to conclude that Mr. Tanner's influence was dissipated, as was the case in the Raymond Cote case, supra. We also consider it important to note that the way the customers of Tanner Industries were assembled was by Mr. Tanner, accompanied by his brother meeting with them. Andrew was not a part of the overture nor the key component as was Raymond Cote in the case of the same name, supra.

37. Insofar as the section 1(4) application is concerned, while the ingredients of common control and direction may have been present for a period of time between October of 1983 continuing up to March of 1984, we are not necessarily convinced this is going to be an ongoing feature of Tanner Industries operation. The bargaining rights of the applicant also appear to be protected by a declaration pursuant to section 63. For this reason, therefore, we have decided not to exercise our discretion under section 1(4).

38. We therefore declare:

(1) that 414655 Ontario Limited carrying on business as "Tanner Indus­tries" is a successor employer to Do-Tan Manufacturing Limited; and

(2) that Tanner Industries is bound by the terms of the collective agreement between Do-Tan Manufacturing Limited and the applicant.

In the circumstances of this case, we fix the date or time of sale to have been December 15, 1983. We also point out that the collective agreement to which Tanner Industries is now bound contains a geographic limit on the bargaining rights held by the applicant and this decision should not be interpreted as effecting an amendment of that so as to include the current premises at Stoney Creek. Section 63 protects existing bargaining rights and nowhere in the statute are bargaining rights extended outside the geographic parameters of the certificate issued by the Board in a collective agreement agreed to by the parties (see Mountain View Dairy Ltd., [1967] OLRB Rep. Feb. 911). Should Tanner Industries operate within the geographic boundaries of Dundas, Ontario, bargaining rights held by the applicant may apply to such operations. We voice no opinion on the liability, if any, that Tanner Industries bears in respect of Do-Tan's actions under the collective agreement.