International Union of Operating Engineers, Local 796 v. Toronto College Street Centre Limited, 1986 CanLII 1499

[1986] OLRB Rep. June 913

3119-85-R, 3120-85-U International Union of Operating Engineers, Local 796, Applicant/Complainant, v. Toronto College Street Centre Limited, Respondent

BEFORE: S. A. Tacon, Vice-Chairman, and Board Members R. I. Gallivan and B. L. Armstrong.

APPEARANCES: Maurice A. Greene, Michael Cameron and Paul Rapsey for the applicant/complainant; Donald F. 0. Hersey and Ian Galloway for the respondent.

DECISION OF THE BOARD; June 16, 1986

1. The Board hereby directs that the above complaints be and the same are hereby consolidated.

2. These matters concern an alleged violation of sections 64 and 66(a) and (b) of the Labour Relations Act, as well as an application pursuant to section 63 of the Act (i.e., wherein the union asserts that the respondent is bound by the collective agreement in effect between the union and A. E. LePage Real Estate Services Limited (LePage) by virtue of a "sale" from LePage to the respondent).

3. The Board heard testimony from two witnesses: M. Cameron, union business manager; I. Galloway, executive vice-president and chief financial officer of the respondent. Having weighed and assessed the evidence, including the credibility of the witnesses, and having regard to what is reasonably probable in the circumstances, the Board makes the following findings of fact.

4. The union was certified in March 1984 for what may be described as the maintenance employees of LePage at College Park. A collective agreement was entered into between the parties, with a term of October 29, 1984 to December 31, 1986. The respondent became aware, through normal management reporting, of both these events.

5. LePage managed College Park (also referred to as "the project") for the respondent pursuant to a contract first entered into in March 1979 for an initial three year term which was continued thereafter. In return for its services, LePage received a management fee at an initial rate of $201,200 but reduced in early 1983 to $150,000. The respondent also agreed, in section 5.04 of the contract, to assume the personnel costs associated with the project, although the persons would be hired in LePage's name and LePage was responsible for payroll records, deductions, etc. The con­tract between LePage and the respondent could be terminated by giving three months' notice in wrtttng.

6. LePage and the respondent also had a leasing agreement since 1976 whereby commissions were payable to LePage for arranging leases in the project. The division of LePage handling this aspect was entirely separate from that dealing with the project management. Commission lev­els were frequently adjusted upwards and downwards to reflect the respondent's degree of eager­ness to attract new tenants. It should also be noted that the respondent has continued a contract with another firm in respect of the project cleaning.

7. In the summer of 1985, the respondent concluded that the $150,000 management fee could be saved by managing the project itself. This was now feasible given the availability of a pre­packaged computerized management system from a firm called Minicom Company. This proposal was approved at a meeting of the respondent's board of directors in the Summer 1985 and the deci­sion communicated to LePage shortly thereafter. In fact, LePage was about to convert the project management to the same computerized system purchased by the respondent and, consequently, the respondent considered it appropriate to inform LePage that the contract would be cancelled before the latter embarked on the conversion. The parties agreed on a formal contract termination date of February 28, 1986, to provide sufficient lead time for the respondent to put the new system in place.

8. In the Fall 1985, the respondent sought legal advice with respect to its possible obligations vis-a-vis the union collective agreement with LePage and was informed that the collective agreement would not be binding, that the respondent was free to deal with the employees individ­ually. The respondent first ascertained from LePage that the latter would not absorb these persons elsewhere in its organization and the employees would be terminated. The respondent then determined that it wished to hire those employees as the individuals had knowledge of, and experience with, the project. Some research was conducted on wage and benefit packages at other downtown Toronto building projects. The respondent decided to offer LePage employees a wage increase of .50 per hour to induce them to remain at the project. The benefit package is more difficult to com­pare but is somewhat better overall.

9. On February 14, 1986, the respondent met with the salaried employees (i.e., the project administrative staff) at 2:00 p.m. and then at 4:00 p.m. with the maintenance people. At the 4:00 p.m. meeting with the LePage bargaining unit employees, G. Bacque (president) and Galloway represented the respondent; R. Hasler (general manager) represented LePage. Bacque outlined the nature of the project, the respondent's structure, plans for further development and explained the termination of the management contract with LePage. The employees received a package of material containing a termination letter from LePage, an offer of employment letter from the respondent, applications for employment and benefits and a sheet outlining the benefit plan. The ben­efit plan was explained and the SOl per hour increase noted. Bacque stated that, in order for the respondent to meet the payroll and benefits deadlines of March 1, 1986, the employees would have to indicate, by the following Wednesday, whether the offers of employment were accepted. In response to an employee's question as to whether the respondent was unionized, Bacque replied no. Following this answer, there was some discussion amongst employees as to whether the respon­dent was bound by the LePage collective agreement. Other questions regarding the respondent's payroll system (cheque or direct deposit and the frequency thereof), holidays and vacation entitle­ments for 1986 were answered.

10. All the bargaining unit employees did accept the offers of employment. Further, the entire project administrative staff for LePage, with one exception who refused an offer of employ­ment, was hired by the respondent, although there are also a few of the respondent's own adminis­trative staff involved in the project management. That is, the designated staff in the 1979 contract, i.e., the building manager, retail manager, two administrative assistants and receptionist/secretary, plus additional administrative staff hired over the years became the respondent's management staff for the project. This included Hasler, the general manager who had attended the February 14th meeting on behalf of LePage.

11. Cameron testified that, prior to the February meeting, the bargaining union members had expressed the usual sorts of job security concerns given layoffs in the industry at a union meet­ing two or three weeks previously. Since then, however, the employees have evinced no interest in attending union meetings. One employee apparently indicated that, as there was a new company involved which had just granted a wage increase, the employees wanted to "wait and see how things went".

12. Counsel for the union submitted that the thrust of section 63 was to protect bargaining rights and, thus, a broad meaning should be given to the words "sale" and "part of a business" in that section. Further, counsel argued that the principles applicable to "contracting out" should likewise govern the reverse situation, as here, where a company "takes back" part of a business. Counsel reviewed the evidence and, with respect to the section 63 aspect, referred to in support: City of Peterborough, [1979] OLRB Rep. Feb. 133; More Groceteria Limited, [1980] OLRB Rep. Apr. 486; The Corporation of the City of Stratford, [1985] OLRB Rep. June 923. With respect to the section 89 complaint, counsel asserted the respondent developed a long term plan to more tightly control costs, including the personnel costs associated with the management of the project. Accordingly, it was argued, the respondent terminated the LePage contract and "bought off' the employees with an immediate wage increase in the knowledge that, as happened in fact, there would be a "chilling" effect on the union's support amongst those employees. Westinghouse Can­ada Limited, [19801 OLRB Rep. Apr. 577 was cited. Counsel also asserted, in reply, that anti-union animus was irrelevant to the operation of section 63, given the definition of "sale" in the Act and the purpose of that section. Counsel also dealt with his interpretation of section 12.03 of the contract with LePage. In the Board's view, this issue is not necessary to the Board's disposition of the complaint/application and the matter is not dealt with further.

13. Counsel for the respondent submitted there was no evidence whatsoever of anti-union animus. That is, it was argued the respondent terminated the management contract with LePage to save the fee involved and because of the availability of the computer package. Further, Galloway's testimony regarding the wage increase and benefit package in order to provide competitive rates to induce employees to remain at the project was candid and clear, in counsel's view. With respect to section 63, counsel agreed that the jurisprudence regarding "contracting out" was applicable to the reverse process but asserted the contracting out cases generally involved the finding of anti-union animus. Otherwise, contracting "in" and "out" were permissible. Cases cited included:

Metropolitan Parking Inc., [1979] OLRB Rep. Dec. 1193; Kennedy Lodge Inc., [1984] OLRB Rep. July 931.

14. The Board first deals briefly with the section 89 complaint. The Board affirms the juris­prudence, as set out in Westinghouse Canada, supra, that the appropriate test in such cases is not whether there existed a legitimate business reason for the action taken by the respondent but whether an anti-union motive formed any part of the grounds for the decision. The assessment as to whether the decision was "tainted" by anti-union animus is, of course, a factual matter dependent upon the circumstances of each case. There were no doubt sound business reasons for the res­pondent's decision to terminate the contract with LePage. Not only would that generate a signifi­cant saving of the management fee, ($150,000 annually) but, as well, there was now available a computerized management system which could "replace" LePage's expertise in the area. Indeed, as noted, LePage itself was converting its operations to this software system. Beyond that, how­ever, the Board is satisfied that there was no anti-union motive in the decision. The question of the "union" was not raised at the meeting of the respondent's board of directors in the Summer of 1985 where the decision was taken. Moreover, the respondent subsequently sought legal advice as to whether the respondent had any obligations with respect to the collective agreement with LeP­age. On being advised there was no such obligation and, following notification by LePage that it would terminate those employees, the respondent decided to offer employment to the workers. To retain an experienced workforce, the respondent decided to offer an enhanced wage and benefit package. In reaching this conclusion, the Board accepts the testimony of Galloway. In the Board's view, Galloway was a candid and straightforward witness, particularly during cross-examination. In Galloway's frank responses, there was not a suggestion of anti-union animus and the Board is not prepared to conclude that the enhanced wage and benefit package, of itself, warrants a finding that the respondent committed an unfair labour practice. Rather, the respondent acted in good faith on the legal advice received. For the reasons set out below, however, that advice simply proved incor­rect. Accordingly, the Board dismisses the union's section 89 complaint.

15. The Board next turns to the section 63 aspect; that section reads, in part:

63.-(1) 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.

16. The Board first notes that, while most cases have arisen in the context of "contracting out", the principles developed to assess whether that contracting out constitutes a commercial transaction within the meaning of section 63 of the Act are equally applicable to the reverse situation, where there is a "contracting in" or "taking back" of an operation by a company: City of Peterborough, supra.

17. Moreover, while many of the "sale" cases have also involved a finding of anti-union animus (Kennedy Lodge, supra; Westinghouse, supra), section 63 is not conditional upon such a finding, i.e., section 63 is simply not a "motive" section. The Board sees no need to refer to the jurisprudence in this regard, except More Groceteria, supra, at paras. 15 and 16, which clearly states the dual purpose of section 63 [then 55] of "guarding against the subversion of acquired col­lective bargaining rights and providing some permanence to them in an otherwise volatile commer­cial context" and Metropolitan Parking, supra, at para. 26.

18. A useful summary of the relevant jurisprudence is contained in the following rather lengthy passage from The Corporation of the City of Stratford, supra:

19. Section 63 of the Act does not define the term "business" other than by stating that it "includes a part or parts thereof". Therefore, it is left to the Board to interpret the term "business", as used in section 63 of the Act, in a way which is sensitive to the purposes of the Act as a whole, and section 63 in particular, but having regard to the almost infinite variety of economic relationships to which the Act applies. The Board recognized that the activity of the entity which is subject to an application under section 63 will affect, to a substantial degree, the signifi­cance the Board will ascribe to the various parts of that entity that have been transferred when less than all of it is sold, in assessing whether there has been a sale of part of a business. The Board in The Charming Hostess Inc., [1982] OLRB Rep. April 536 wrote at 543:

"The term 'business' is at the heart of section 63, but it is this concept which is the most difficult to define. One usually thinks of a business as a profit-making economic activity, but in the Labour Relations Act, the term cannot be so restricted. The Act applies to municipalities, public libraries, universities, school boards, hospitals, and other non-profit service undertakings which have employees and engage in collective bargaining. The economic activities of these entities are of an entirely different character from those of commercial enterprises, yet the definition of 'business' must be broad enough to include them. And in the case of undertakings in the service sector, such things as 'know how', managerial systems, and other intangibles may be much more important factors in the overall organization than a particular physical plant or configuration of assets."

26. The Board has previously indicated that the purpose of section 63 of the Act is to provide a much higher degree of stability to a collective bargaining relationship than would otherwise exist if collective agreements or bargaining rights were treated in law in the same way as are commer­cial contracts or rights created under commercial agreements. Collective agreements and bar­gaining rights are different. They are accorded significant protection by the Labour Relations Act. The Board, in Marvel Jewelry Limited, [1975] OLRB Rep. Sept. 733 capsulized the import of the Act in the following way at page 735:

"Section 55 [now 631 recognizes that collective bargaining rights, once attained, should have some permanence. Rights created either by the Act, or under collective agreements, are not allowed to evaporate with a change of employer. To provide per­manence, the obligations flowing from these rights are not confined to a particular employer, but become attached to a business. So long as the business continues to function, the obligations run with that business regardless of any change of ownership."

The Board further elaborated and explained the effect of section 63 in The Charming Hostess Inc., supra, at page 542:

"When a business or part of a business is disposed of, the transferee acquires it sub­ject to the collective bargaining obligations of his predecessor. Section 63 preserves the labour relations status quo by transforming collective bargaining rights into a form of 'vested interest', which attaches to the business entity, and like a charge on prop­erty 'runs with the business'. To accomplish this objective the statute gives a special meaning to the term 'sale', envisages the continuation of bargaining rights in a severa­ble 'part' of an employer's operation, abrogates the notion of privity of contract, and virtually eliminates the significance of the separate legal identity of the new employer. Collective agreements are not treated like ordinary contracts, nor are a union's representation rights co-extensive with commercial ownership."

[emphasis added]

27. Where a vendor sells every element of its business directly to one purchaser who continues the vendor's business, the Board will find that such a transaction constitutes a sale of a business within the meaning of the Act. However, where one purchaser obtains less than all of the ele­ments of the vendor's business, the Board may or may not find a sale of a part of a business, and the Board's determination will ultimately depend on what elements of the predecessor's busi­ness were sold to the purchaser. The Board commented on this in Vaunclair Meats Limited, [1981] OLRB Rep. May 581 at 589:

"Almost anything actually traceable to the predecessor could be regarded as 'part' of its business, but it cannot have been intended that every minor disposition of surplus assets should give rise to a successorship. To accept this, would make section 55 [now 63] the vehicle for extending rather than preserving bargaining rights."

Assets are part of a business, as are the services the business provides. A sale of a part of a busi­ness within the meaning of the Act does not arise every time a discrete element of that business, such as a single piece of equipment, is sold. Section 63 of the Act is concerned with preserving bargaining rights when there is a disposition of a combination of elements that create employment. In Beef Terminal, [1980] OLRB Rep. Aug. 1167, the Board reviewed its earlier cases dealing with sales of a part of a business, and commented at 1177:

"In each of the cases to which we have referred, the Board found that the predecessor had transferred a coherent and severable part of its economic organization - manage­rial or employee skills, plant, equipment, 'know how' or goodwill, - thereby allowing the successor to perform the economic functions formerly performed by the predeces­sor. This economic organization undertook activities which gave rise to employment, and the terms and conditions of employment, together with the union's right to bar­gain about them, were preserved. The part of the predecessor's business which it no longer wished to continue provided the business opportunity which the successor was able to pursue to its own advantage. In all of these cases there was a transfer of a dis­tinct part of the predecessor's configuration of assets and no material change in the character of the work performed by employees within that asset framework. There was a continuation of the work performed, the essential attributes of the employment relationship, the skills of employees, and the functional coherence of the employee complement; and, but for section 55 the established bargaining and collective agree­ment rights would have been lost. This was the very mischief to which section 55 is directed, and the Board was satisfied on the evidence in each case that it should be applied."

28. In the case before us, K. & E. is now performing, with its own employees, most of the gar­bage collection work that the City had previously performed. K. & E. was a pre-existing entity with its own management structure, capital assets, employees, entrepreneurial initiatives and business skills. We are satisfied that the City transferred to K. & E. the work that it no longer wished to perform. A similar issue arose in British American Bank Note Co. Ltd., [1979] OLRB Rep. Feb. 72 where the Board wrote at page 74:

"There are limits, however, to the extent to which section 55 can be used to preserve collective bargaining rights. It is clear that the provisions of this section do not attach bargaining rights to the work being performed by a business but only to the business itself. While this distinction may not be easy to draw in some cases, it is essential that it be maintained since section 55 cannot be interpreted as guaranteeing to a bargain­ing agent an absolute right of property in the work performed by its members. Section 55 serves only to preserve bargaining rights that have become attached to a business entity so that when that business entity is transferred, either in whole or in part, those bargaining rights survive and bind the successor employer.

The determination of whether a transaction constitutes a sale of a business, or whether it amounts to something less than a sale, is one that must be made on the facts. The question in each case is whether the evidence points to a continuation of the same business function as was carried on prior to the transaction. As the Board pointed out in Thunder Bay Ambulance Services Inc., [1978] OLRB Rep. May 467, for a transaction to be considered a sale of a business there must be the continuation of the same business, and not merely the performance of a like function by some other business. The Board, in making this distinction, must look beneath the form of the particular transaction to uncover its essential nature. As in the instant case, a number of considerations must be taken into account before the Board can ascertain the true nature of the transaction."

See also Complete Car Care Centre, [1983] OLRB Rep. Aug. 1293; 474619 Ontario Ltd., [1981] OLRB Rep. Oct. 1452; Superior Sanitation Services Limited, [1968] OLRB Rep. July 395.

29. The Board in Metropolitan Parking Ltd., [1979] OLRB Rep. Dec. 1193 considered the various ways in which one employer could arrange its affairs so that another employer would per­form the work that had been previously performed by the first employer when it wrote at page

1210-1211:

"The present case involves a form of subcontracting, and subcontracting arrange­ments always involve the transfer of work. Work or services performed by A's employees within A's own organization are 'contracted out' to B, and B uses his own managerial skills, plant, equipment and 'know how' to supply to A, for a price, the product, services, facilities or components formerly produced by A's employees. A, therefore, is contracting for the use of B's economic organization in lieu of his own. A is generating a particular demand, or market, for B's product, and it is implicit in the arrangement that, thereafter, the two business will remain in a kind of symbiotic rela­tionship, bound together by close economic ties. The continuity of the work, and the preservation of a close economic relationship, between the two parties is implicit in subcontracting and does not, in itself, establish a transfer of all, or part, of a business. If it is clear on the evidence, however, that B is unable to fulfil A's requirements with his existing equipment or organization, and received from A a transfer of capital, assets, equipment, managerial skills, employees or know how, then the transaction no longer looks like a simple contracting out of work. A may not be making use of B's economic organization, rather A may be transferring part of his economic organiza­tion to B (and recall that section 55 is triggered by the transfer of 'part of a business') or merely permitting B to make use of his (A's) organization while retaining control and direction of the related economic activity. Of course, it is to be expected that when A phases out part of his operation there may be certain equipment or assets which are now surplus and which can be disposed of on the market. These assets may, as a matter of convenience, be purchased by B. None of these factors unequivocably demonstrates or foreclose the application of section 55 (or section 1(4).) If, however, 'but for' the transfer of such assets, licences, know how or property interests from A, B would be unable to fulfill the contract, then it is easier to infer a transfer of part of A's business - albeit a part which A no longer wishes to operate itself.

Similar considerations apply where A, for his own business reasons, chooses to change subcontractors and purchase his requirements elsewhere. Here also there would be a continuation of the work performed, and the new subcontractor may find itself in the same position of economic interdependence vis-a-vis A as a previous sub­contractor. Again, these factors do not, in themselves, determine the applicability of section 55. Essentially the matter remains one of characterization. Is the transfer, if any, from the predecessor merely incidental, or is it integral, to the successor's ability to produce the goods or supply the services formerly produced by the predecessor? Has the successor acquired all, or a coherent and severable part, of the predecessor's economic organization? And to repeat the words of Widjery, J. in Kenmir, supra has the transaction put the successor in possession of a going concern, the activities of which he could then carry on without interruption? A transfer of work, by itself, is simply not enough to ground a section 55 finding."

19. As the above passage indicates, not every subcontracting arrangement will be found to fall within section 63 of the Act. The entering into and termination of subcontracts are common­place commercial events. In the City of Stratford, supra, itself, for example, the Board concluded the arrangement between the City and K. & E. amounted to no more than the contract with K. & E. to perform garbage collection services utilizing the latter's considerable expertise, methods and equipment. In short, there was a transfer of work but not of a part of the City's business.

20. The facts of the instant case are quite different. Clearly the work performed remains the same, as does the location. And, the maintenance services performed by LePage constitute a "co­herent and severable part" of LePage's business, as defined by the subcontract itself between LeP­age and the respondent. The Board was not informed about the transfer or otherwise of any equip­ment or other assets or what could be termed "assets" in the LePage operation. Beyond this, though, all of the former employees in the LePage bargaining unit were hired by the respondent at an enhanced wage and benefit package in order to retain those employees' experience and knowl­edge of the project. Further, the LePage administrative staff were all offered employment in the same positions but working for the respondent. All but one accepted. Thus, the management expertise, from the general manager on down, was acquired by the respondent to manage the project "in-house". Apart from the expertise personal to the employees (including administrative staff), though, the method of operation was identical, namely, the computerized management system, to that which LePage would have installed had the contract not been terminated. The respon­dent did not just "take back" the subcontract, it "took back" the employees, administrative staff and operational system. For the employees in the bargaining unit, nothing has changed, except the more attractive wage and benefit package and the name of their employer. In the Board's view, this is precisely the situation in which section 63 was intended to apply to preserve acquired bar­gaining rights notwithstanding a bona fide commercial transaction.

21. Accordingly, the Board finds that there has been a sale within the meaning of section 63 of the Act in that the respondent has acquired a part of LePage's business. Consequently, the res­pondent is bound by the collective agreement between the union and LePage, by virtue of section 63(2) of the Act. Given the Board's dismissal of the section 89 complaint, though, the Board is of the view that no further relief beyond the declaration is appropriate.

22. The Board shall remain seized in the event of any disagreement between the parties regarding the interpretation or implementation of this decision.

Appendix

The Labour Relations Act

NOTICE TO E PLOYEE

Posted by Order of the Ontario Labour Relations Board

WE HAVE ISSUED THIS NOTICE IN COMPLIANCE WITH AN ORDER OF THE ONTARIO LABOUR RELATIONS BOARD ISSUED AFTER A HEARING IN WHICH BOTH THE COMPANY AND THE UNION HAD THE OPPORTUNITY TO PRESENT EVIDENCE. THE ONTARIO LABOUR RELATIONS BOARD FOUND THAT WE VIOLATED THE ONTARIO LABOUR RELATIONS ACT BY DENYING WAGE INCREASES OH THE EMPLOYMENT ANNIVERSARY DATE OF THE THREE GRIEVORS (S. FITZPATRICK. E. RUSHTON, A. KUZ) AND BY DOWNGRADING THE PERFORMANCE EVALUATION OF S. FITZPATR1CK. THE BOARD HAS ORDERED US TO INFORM OUR EMPLOYEES OF THEIR RIGHTS:

THE ACT GIVES ALL EMPLOYEES THESE RIGHTS:

TO ORGANIZE THEMSELVES;

TO FORM, JOIN OR HELP UNIONS TO BARGAIN AS A GROUP, THROUGH A REPRESENTATIVE OF THEIR OWN CHOOSING,'

TO ACT TOGETHER FOR COLLECTIVE BARGAINING;

TO REFUSE TO DO ANY AND ALL OF THESE THINGS.

WE ASSURE ALL OF YOU THAT:

WE WILL NOT DO ANYTHING THAT INTERFERES WITH THESE RIGHTS.

WE WILL RESTORE THE “SATISFACTORY”- RATING GIVEN S. FITZPATRICK IN HIS PERFORMANCE EVALUATION AND REMOVE ANY ADDITIONAL EVALUATION MATERIAL IN RESPECT OF THAT REVIEW.

WE WILL-PAY TO S. FITZPATRICK, E. RUSHTON AND A. KUZ, AS AT THEIR RESPECTIVE EMPLOYMENT ANNIVERSARY DATES, THE WAGE ADJUSTMENT (WITH INTEREST) TO WHICH THEY WOULD HAVE BEEN ENTITLED ON THE BASIS OF THEIR PERFORMANCE REVIEWS.

WE WILL CONTINUE, FOR THE PERIOD OF THE STATUTORY FREEZE, OUR PRACTICE OF CONDUCTING PERFORMANCE REVIEWS AND IMPLEMENTING WAGE ADJUSTMENTS ON THE EMPLOYMENT ANNIVERSARY DATE IRRESPECTIVE OF A PROMOTION IN THE INTERIM.

WE WILL CONDUCT RETROACTIVE PERFORMANCE REVIEWS AND PAY WAGE ADJUSTMENTS (WITH INTEREST) AS REQUIRED TO COMPLY WITH THE COMPANY PRACTICE JUST STATED.

WE WILL COMPLY WITH ALL DIRECTIONS OF THE ONTARIO LABOUR RELATIONS BOARD.

W. K. SMITH CANADA LTD.

PER: _______________________ _______ (AUTHORIZED REPRESENTATIVE)

This is an official notice of the Board and must not be removed or defaced.

This notice must remain posted for 60 consecutive working days.

DATED this 9TH day of JUNE