Sheet Metal Workers Local 75 (Owl Constructors)

SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) Sheet Metal Workers' International Association, Local Union No. 75, AFL-CIO (Owl Construc- tors) and Mike Benavidez and Edward Lynn Sheet Metal Workers' International Association, AFL-CIO; Sheet Metal Workers' International Association, Local Union No. 108, AFL-CIO; and Sheet Metal Workers' International Asso- ciation, Local Union No. 509, AFL-CIO and Mike Benavidez. Cases 21-CB-8621, 21-CB- 8717, and 21-CB-9209 July 29, 1988 DECISION AND ORDER REMANDING BY CHAIRMAN STEPHENS AND MEMBERS BABSON AND CRACRAFr On February 28, 1986, Administrative Law Judge James M. Kennedy issued the attached Order dismissing the complaints. The General Counsel filed a request for review, and the Re- spondents filed an opposition. The National Labor Relations Board has delegat- ed its authority in this proceeding to a three- member panel. The Board has considered the Order and the record in light of the request for review and the opposition and has decided to affirm the judge's rulings, findings, and conclusions only to the extent consistent with this Decision and Order. On October 5, 1983 , Mike Benavidez filed a charge in Case 21-CB-8621 alleging that Sheet Metal Workers' International Association, Local Union No. 75 (Local 75) violated Section 8(b)(1)(A) and (2) of the Act by imposing unlawful internal union disciplinary measures against him. The charge was later amended to allege that Local 75 was operating its dispatch hall in an unlawful and discriminatory manner. On January 10, 1984, Edward Lynn filed a charge in Case 21 -CB-8717, later amended, alleging the same unlawful conduct, including an allegation that Local 75 unlawfully imposed internal union disciplinary measures against him. On February 6, 1984 , the Acting Re- gional Director for Region 21 consolidated the two cases and issued a consolidated complaint, later amended. On February 24, 1984, Local 75 filed an answer to the consolidated complaint denying the commis- sion of any unfair labor practices and alleging as an affirmative defense that the allegations that Benavi- dez and Lynn had been unlawfully disciplined were barred by Section 10(b) of the Act. At the unfair labor practice hearing on Decem- ber 5, 1984, the judge dismissed the allegations of unlawful discipline against Benavidez and Lynn, finding them to be barred by Section 10(b). The 381 General Counsel took exception to the ruling on the record. The other portions of the consolidated complaint remained in effect. At the same hearing, Local 75 moved for the General Counsel to make a more definite statement as to those individuals alleged to have been unlaw- fully dispatched. The judge directed the General Counsel to file a bill of particulars and indefinitely postponed the hearing pending the filing of such bill. On August 21, 1985, the judge issued an Order and notice of resumption, ordering that the Gener- al Counsel file a bill of particulars by September 6, 1985. On September 4, 1985, the General Counsel filed the bill of particulars. On September 13, 1985, Local 75 filed a motion to dismiss the consolidated complaint asserting that Local 75 had been dissolved effective March 1, 1985, and that, accordingly, the issues presented in the case were moot. The General Counsel opposed the motion, asserting that the motion was prema- ture as there existed a question as to whether Local 75 had been succeeded by two different labor orga- nizations and that that question involved factual matters necessitating a hearing before a judge. Meanwhile, on April 24, 1985, Benavidez had filed a charge in Case 21-CB-9209,' later amended, al- leging that Sheet Metal Workers' International As- sociation, Local Union No. 108, AFL-CIO (Local 108) and Sheet Metal Workers' International Asso- ciation, Local Union No. 509, AFL-CIO (Local 509) had become legal successors to Local 75, and as such were liable for remedying the unfair labor practices attributable to Local 75 in Cases 21-CB- 8621 and 21-CB-8717. Furthermore, the charge al- leged that Local 108 was implementing the internal union disciplinary measures imposed by Local 75 on Lynn and that Local 509 and the International had threatened to impose the internal union disci- plinary measures previously imposed by Local 75 on Benavidez, thereby violating Section 8(b)(1)(A). On October 11, 1985, the General Counsel issued a complaint in Case 21-CB-9209. On October 18, 1985, Case 21-CB-9209 was consolidated with Cases 21-CB-8621 and 21-CB-8717 and a hearing was set for December 17, 1985.2 At the hearing, evidence was presented concerning the current status of Local 75 and whether Locals 108 and 509 were legal successors to Local 75 for purposes of ' The charge also named Sheet Metal ' Workers International, AFL- CIO as a party. 2 In his order of December 10, 1985, the judge dismissed the allega- tions in Case 21-CB-9209 relating to unlawful imposition of internal union discipline on the grounds that the allegations, like the allegations in Cases 21-CB-8621 and 21-CB-8717, were barred by Sec 10(b). 290 NLRB No. 49 382 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD remedying the unfair labor practices alleged in the complaints. On February 28, 1986, the judge issued his order dismissing the complaints in their entirety. The judge concluded that Locals 108 and 509 were not legal successors to Local 75, that Local 75 was no longer an existing entity that could remedy an al- leged violation of the Act, and that there was no evidence that the General Counsel requested a make-whole remedy that would warrant continu- ation of the case. 3 Finally, the judge concluded that there were no outstanding charges against the International.4 The General Counsel's request for review, which was filed on March 21 , 1986, and the Respondents' opposition raise several issues. First we must con- sider whether the correctness of the judge's deci- sion to dismiss the allegations of unlawful discipline on 10(b) grounds is an issue that has been timely raised to us. If we conclude that it is , we must then consider whether the judge properly determined that such allegations were barred by Section 10(b) of the Act. Finally, we must determine whether Locals 108 and 509 are successors to Local 75 for the purposes of remedying the remaining unfair labor practice allegations and whether the judge properly dismissed Local 75 as a party. 1. Turning first to the question whether the judge's dismissal of those portions of the com- plaints alleging unlawful imposition of internal union disciplinary measures is properly before us, we conclude that it is . At the initial hearing in this matter on December 5, 1984, in Cases 21-CB-8621 and 21-CB-8717, the judge dismissed the above-de- scribed complaint allegations, finding them to be time barred by Section 10(b) of the Act. The Gen- eral Counsel orally excepted to this dismissal at that time but did not file an interim appeal with the Board. When the judge dismissed similar allega- tions in Case 21-CB-9209 against Locals 108 and 509, he did so reasoning that, upon his bench dis- missal in Cases 21-CB-8621 and 21-CB-8717, he invited the General Counsel to take an interim appeal, and as the General Counsel did not do so, the bench dismissal, which effectively dismissed a discrete portion of the complaint, became final on December 26, 1984, because a request for review of that bench dismissal had not been filed within the time period set forth in Section 102.27 of the Board's Rules and Regulations . The Respondents, relying on the judge's dismissal in Case 21-CB- 3 The judge based this finding on the fact that the General Counsel did not attach the assets of Local 75. 4 It was alleged that the International was only a party to the internal union discipline portion of the complaint in Case 21-CB-9209 9209, now assert that the matter has not been timely raised to us. The Board's Rules and Regulations, Section 102.26, provides: All motions, rulings, and orders shall become part of the record . . . . [u]nless expressly au- thorized by the Rules and Regulations, rulings by the Regional Director or by the administra- tive law judge on motions and/or by the ad- ministrative law judge on objections, and orders in connection therewith, shall not be appealed directly to the Board except by spe- cial permission of the Board, but shall be con- sidered by the Board in reviewing the record if exception to the ruling or order is included in the statement of exceptions filed with the Board pursuant to section 102.46. Section 102.27 further provides: If any motion in the nature of a motion to dis- miss the complaint in its entirety is granted by the administrative law judge before filing his decision, any party may obtain a review of such action by filing a request therefor with the Board in Washington , D.C., stating the grounds for review, and immediately on such filing shall serve a copy thereof on the Re- gional Director and on the other parties. The judge's dismissal of the complaint allegations dealing with the unlawful imposition of internal discipline against Benavidez and Lynn was not an order dismissing the complaint in its entirety, since an extensive portion of the consolidated complaint in Cases 21-CB-8621 and 21-CB-8717 remained in issue. Therefore this situation is governed by Sec- tion 102.26 and not by Section 102.27. Pursuant to Section 102.26, a judge's ruling on a motion shall be considered by the Board when the Board re- views the entire record if an exception to the judge's ruling on that motion is included in the party's exceptions filed with the Board. Here, the General Counsel has expressly included in the re- quest for review a request that we reconsider the judge's dismissal of the allegations concerning un- lawful imposition of internal discipline. Conse- quently, we find that the General Counsel has acted in accordance with Section 102.26 and the 10(b) issue is properly before us. 2. The consolidated complaint against Local 75 alleges that on December 1, 1982, an International Trial Board rendered a written decision finding Benavidez and Lynn guilty of internal union charges and fining the two of them and barring them from attending any of the Respondent's meet- ings. On June 1 , 1983, the International General SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) Executive Council upheld the decision of the Inter- national Trial Board, and on June 7, 1983, the Re- spondent began enforcing the decision of the Inter- national Trial Board as upheld by the Internation- al's General Executive Council. As stated above, Benavidez' original charge was filed on October 5, 1983, and Lynn's original charge was filed on Janu- ary 10, 1984. In their motion for dismissal, the Re- spondents allege that the complaint allegations were time-barred under Section 10(b) because the discipline was imposed on December 1, 1982. The judge found that the portions of the complaint al- leging unlawful internal discipline were barred by Section 10(b) on their face, and thus he did not afford the General Counsel an opportunity to present evidence concerning the facts and circum- stances on which the allegations - in question were based. The General Counsel asserts that, if permitted, she would present the following evidence: The Charging Parties were active dissident members of Local 75 who were seeking election to office in the upcoming local union elections to be held in July 1983, and the Charging Parties were also active members of a dissident group of Local 75 members who monitored the incumbent officers' running of Local 75. In August and September 1982, internal union charges were filed against Benavidez and Lynn for allegedly engaging in conduct detrimental to the Local at an August 2, 1982 ratification meet- ing. The International's constitution provides that when local internal union charges are filed, the Local will select a local trial board , which will hear the charges and render .a decision that is sub- ject to ratification or rejection of the membership. In the instant case, however, Local 75's trustee re- quested that the International president appoint an International Trial Board to hold a hearing on the local internal union charges . The International Trial Board rendered its decision on December 1, 1982, finding Benavidez and Lynn guilty of the in- ternal union charges . The International Trial Board imposed a $2000 fine on both Benavidez and Lynn and barred them from participating in any internal union activities in any manner for a period of 4 years. Benavidez and Lynn filed an appeal to the International president pursuant to the Internation- al's appellate procedure, and the president trans- ferred the appeal to the International General Ex- ecutive Council. While the appeal was pending, Benavidez and Lynn continued to campaign active- ly for local office and to attend all scheduled union meetings. On June 1 , 1983, just 6 days before a scheduled union meeting for the nomination of Local officers, the General Executive Council upheld the ruling rendered by the International 383 Trial Board. When Benavidez and Lynn showed up at the June 7, 1983 meeting, they were notified for the first time that Local 75 was going to start implementing the internal union disciplinary meas- ures against them and that they were prohibited from attending the nomination meeting . As a direct result, Benavidez and Lynn were precluded from running for union office. Furthermore, from that time on, Benavidez and Lynn were barred from participating in any union proceedings. The judge found that the 10(b) period com- menced to run on December 1, 1982, when Benavi- dez and Lynn were notified of the disciplinary action being taken against them , and that the unfair labor practice charges were thus untimely filed. The General Counsel asserts that the 10(b) period did not begin to run until June 7, 1983, after the International Trial Board upheld the ruling and Local 75 notified the Charging Parties that the dis- ciplinary measures would be implemented then. As Benavidez' charge was filed within 6 months of June 7, 1983, the General Counsel asserts that it was timely filed. With respect to Lynn's original charge, filed January 10, 1984, which is beyond 6 months of June 7, 1983, the General Counsel as- serts that Benavidez' charge is sufficiently broad to support the allegations as they pertain to Lynn, be- cause the unlawful conduct alleged to have been engaged in by Local 75 against Benavidez and Lynn is identical. The Board has traditionally held that "a charge concerning union discipline is not time-barred until 6 months after the imposition of the discipline be- comes final, regardless of when the disciplinary proceeding may have been instituted ." Musicians Local 66 (Civic Music Assn.), 207 NLRB 647, 649 (1973), enf. denied on other grounds 514 F.2d 988 (2d Cir. 1975); see also Longshoremen ILWU Local 30 (U.S. Borax), 223 NLRB 1257 (1976), enfd. 549 F.2d 698 (9th Cir. 1977). The Board, however, an- nounced a new policy in Postal Service Marina Center, 271 NLRB 397 (1984), stating: "Where a final adverse employment decision is made and communicated to an employee-whether the deci- sion is nonrenewal of an employment contract, ter- mination, or other alleged discrimination-the em- ployee is in a position to file an unfair labor prac- tice charge and must do so within 6 months of that time rather than wait until the consequences of the act become most painful." Postal Service Marina Center, supra at 400. The judge applied Postal Serv- ice Marina Center to the instant case and concluded that the charges here were time-barred as the 10(b) period began to run on December 1, 1982, the day Benavidez and Lynn were notified of the discipli- nary action being taken against them. For the rea- 384 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD sons stated below, we find that Postal Service Marina Center does not control the instant case and we conclude that the 10(b) period did not begin to run until June 7, 1983, when Local 75 notified the Charging Parties that the General Executive Coun- cil had upheld the International Trial Board's deci- sion.5 In Postal Service Marina Center, an employer no- tified an employee of its decision to remove the employee from its employ at a specified future date. Subsequently, the employer terminated the employee's employment on the specified date and placed the employee on nonpay , nonduty status. Althought the employee had the right to appeal the employer's decision to the Merit Systems Pro- tection Board, an external agency, the employer's decision to discharge the employee was from the employer's position a final adverse employment de- cision. Consequently, although the employee availed himself of the appeal procedures under the Merit Systems Protection Board, which did not render its decision until a date within the 10(b) period, the Board reasoned that the employee's charge should have been filed within 6 months after he received notification from the employer that he would be removed from his position. In contrast to Postal Service Marina Center, in which the employer made a final, adverse employ- ment decision, which was appealable, but only to an external agency, here the decision made by the International Trial Board was subject to challenge within the Union and, indeed, pursuant to the Union's constitution could not be final if appealed. Specifically, the International's constitution, which was admitted into evidence, provides for trials in local unions unless the general president, in his dis- cretion, orders the accused to be tried by an Inter- national Trial Board. In such instances, the deci- sion of the International Trial Board shall be final except for the right-of-appeal as provided under the constitution. Furthermore, the constitution pro- vides that any member of any local whose constitu- tional rights are violated by any decision or order of any legally constituted tribunal of the local union or council shall have the right to appeal. Consequently, it is apparent from the Interna- tional's own constitution that a decision by an International Trial Board is not final when a party opts to exercise his right to appeal that decision. Here, both Benavidez and Lynn exercised their right and appealed the decision against them to the International General Executive Council. Thus, under the Respondents' own constitution, the deci- ° As Chairman Stephen finds Postal Service Marina Center distinguish- able from the instant case, he does not pass on whether Postal Service Marina Center was properly decided. Sion of the International Trial Board was not final. Rather, the final adverse decision involving the in- traunion charges did not come until June 1, 1983, when the General Executive Council upheld the International Trial Board's decision.6 This case is further distinguishable from Postal Service Marina Center in that here, after the Inter- national Trial Board rendered its decision fining Benavidez and Lynn and barring them from par- ticipating in any internal union activities, the Charging Parties were not notified of a specific date when the discipline would be implemented against them, nor was there any attempt made to implement that discipline prior to June 7, 1983. Rather, Local 75 waited until the General Execu- tive Council upheld the International Trial Board's decision before barring the Charging Parties from participating in union meetings . Thus, Benavidez' and Lynn's status with the Union remained un- changed while their appeals were pending, and at no time during that period were they given notice of a specific date on which their status would change. Under these circumstances we find that no final decision was made until the General Executive Council upheld the International Trial Board's de- cision to discipline Benavidez and Lynn. Thus, we find that Benavidez' charge was filed within 6 months of the date when he was notified of the final adverse decision by the General Executive Council and it was thus timely filed. We further find that on the record here Lynn's allegation, although filed more than 6 months after the notification of the International General Execu- tive Council's decision upholding the disciplinary measures, may be closely related to the conduct al- leged in Benavidez' timely filed charge, if the Gen- eral Counsel's evidence is credited . See Broadcast Employees NABET Local 531 (Skateboard Produc- tions), 245 NLRB 638 (1979). Because the judge did not permit the General Counsel to present her evidence about the circumstances surrounding Lynn's situation, it is not possible to be sure that Lynn's allegation is closely related. Therefore, we remand Lynn's allegation to the judge for further evidence and findings both on the merits and on whether it relates back to Benavidez' charge and thus is timely. 3. Turning to the successorship question, the record shows that Local 75 was chartered in 1974 ° See Machinists Local 68 (Holmatic), 274 NLRB 757 (1985), in which the Board adopted the judge's conclusion that a union trial committee's findings and recommended discipline did not constitute a final adverse decision by the union because the union's constitution specifically provid- ed that the union membership had to vote whether to accept the trial committee's findings and recommended discipline. SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) pursuant to the International constitution to repre- sent trade jurisdictions in the industrial, sign, and kitchen segments of the sheet metal industry, seg- ments that previously had been represented by Locals 108, 509, 170, and 420. Local 75 succeeded and took over administering the collective-bargain- ing agreements to which the predecessor; Locals had previously been signatory. Local 75 received a prorated share of the general funds of the affected locals in proportion to the contributions made by the members transferred to -Local 75..:rwi It is undisputed that in 1984 the; International was aware that Local 75 was having internal and finan- cial problems. Thus the International appointed Leon :Razee to investigate the situation. On De- cember 20,. -1984, Razee met with officers of Local 75 and determined that Local 75 was operating at a monthly._deficit,of approximately $5000. Razee fur- ther determined that, there was a strained relation- ship between the officers of Local 75 and the busi- ness nsanager ,and business representative. After, meeting with Razee, the officers voted to perform. their duties without pay and further voted to put before the general membership a recommen- dation to,increase dues. Razee concluded that this would probably be "too little too late" to save the Local. i., . , In early 1985, Razee met with representatives of Locals 75,408,..and 509 to discuss the assets and li- abilities of ,Loral 75. During these discussions, Locals 108 and .509 agreed that in the event of a merger , they would "in some way take care of the liabilities,", including any and all future costs in connection with the Benavidez-Lynn case. Although Local 75 expressed an opinion that if a merger were necessary it would like to merge com- pletely with Local 509, Edward Carlough, the International president, determined that Local 75 would be merged in part with Local 108 and in part with Local 509 and "[i]n view of the fact that both locals are receiving members from former Local 75, it was determined that it would be fair to pro rate equally any present and/or future expenses or liabilities . . . between local unions." Pursuant to the merger terms, Local 509 ob- tained trade jurisdiction over the industrial and sign segments of the industry, and Local 108 ob- tained trade jurisdiction over the kitchen segment of the industry. Members of Local 75 employed by an employer in one of the affected segments were automatically transferred to the appropriate local. Local 75's sole business representative was trans- ferred to the staff of Local 509, as were two execu- tive board members, one from the sign and one from the industrial segment of the industry. Local 509 was instructed to retain one of the three cleri- 385 cals previously employed by Local 75, and Local 509 received the titles and two automobiles owned by former Local 75. The merger further provided that Locals 108 and 509 assumed the responsibility for representing the members previously represent- ed by Local 75, and that they were to assume the collective-bargaining relationships previously en- joyed by Local 75. Effective March 1, 1985, Locals 108 and 509 commenced representing the members previously represented by Local 75 and stepped. into Local 75's shoes with respect to administering the collec- tive-bargaining agreements to which Local 75 had been signatory. Locals 108 and 509 thereafter con- tacted the signatory employers to negotiate succes- sor contracts; however , in several instances the sig- natory employers refused to recognize Locals 108 and 509 as the collective-bargaining representative for their employees . In such instances the Respond- ents filed unfair labor practice charges against the employers alleging a refusal to bargain . The Gener- al Counsel refused to issue any complaints; howev- er, concluding that Locals 108 and 509 were not Section 9 representatives because, under what was then Board law regarding voter eligibility in union merger and affiliation elections, 7 Locals 108 and 509 could not demand recognition from the em- ployers who had recognized Local 75. The judge, in. considering the above-described facts, found that Locals 108 and 509 were not legal successors to Local 75 and thus could not be found liable to remedy Local 75's unfair labor practices. The judge acknowledged that the Board had ap- plied the successorship doctrine to a labor organi- zation in one instance,8 but he distinguished that case from the instant case and reasoned that the successorship logic simply does not fit well when applied to labor organizations. For the following reasons, we disagree. In Perma Vinyl Corp., 164 NLRB 968, 969 (1967), enfd. sub nom. U.S. Pipe & Foundry Ca v. NLRB, 398 F.2d 544 (5th Cir. 1968),9 the Board established its successor doctrine holding that "one who acquires and operates a business of an employ- er found guilty of unfair labor practices in basically unchanged form under circumstances which charge him with notice of unfair labor practice charges against his predecessor should be held responsible 7 The General Counsel relied on Furrs Cafeterias, 268 NLRB 988 (1984), and F. W. Woolworth Co., 268 NLRB 805 (1984). The holding in those cases that a union merger or affiliation vote violated due-process standards if nonmembers were not eligible to vote was overruled by the Supreme Court in Financial Institution Employees Local 1182, 475 U.S. 192 (1986). ° Metallic Lathers Local 46 (Cement League), 259 NLRB 70 (1981), enf. denied on other grounds 727 F 2d 234 (2d Cir. 1984). ° See also Golden State Bottling Ca v. NLRB, 414 U.S 168 (1973). 386 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD for remedying his predecessor's unlawful conduct." The Board reasoned that although the successor was not party to the unfair labor practices, signifi- cant policy reasons mandated that the successor be held responsible for remedying the predecessor's unlawful practices. Thus the Board in Perma Vinyl, supra at 969, reasoned: When a new employer is substituted in the em- ploying industry there has been no real change in the employing industry insofar as the vic- tims of past unfair labor practices are con- cerned, or the need for remedying those unfair labor practices. Appropriate steps must still be taken if the effects of the unfair labor practices are to be erased and all employees reassured of their statutory rights. And it is the successor who has taken over control of the business who is generally in the best position to remedy such unfair labor practices most effectively. The imposition of this responsibility upon even the bona fide purchaser does not work an unfair hardship upon him . When he substituted himself in place of the perpetrator of the unfair labor practices, he became the beneficiary of the unremedied unfair labor practices. Also, his potential liability for remedying the unfair labor practices is a matter which can be re- flected in the price he pays for the business, or he may secure an indemnity clause in the sales contract which will indemnify him for liability arising from the seller's unfair labor practices. The Board's successorship doctrine was extended to an international union's acquistion of another international union in Metallic Lathers Local 46 (Cement League), 259 NLRB 70 (1981 ), enf. denied on other grounds 727 F.2d 234 (2d Cir. 1984). There, the Board concluded that there was no policy reason not to apply the Perma Vinyl doc- trine in the context of union affiliation because the policy reasons for having a successorship doctrine remain the same-victims need a meaningful remedy, the successor organization is the only or- ganization capable of remedying the unfair labor practices, and the "employing industry" has not changed-that is, in the eyes of the victims, the union remains the same.10 10 The Board recently applied its successorship doctrine in Local Mine Workers Local 9639 (Beth-Elkhorn), 284 NLRB 323 (1987), in which it found that Local 5741 became a successor to Local 9639, when, after Local 9639 entered bankruptcy proceedings, Local 5741 assumed Local 9639's representation obligations with respect to the same employees at the same location ; Local 5741 administered the same collective-bargain- ing agreeement without any hiatus, Local 5741 succeeded to the only asset of Local 9639-the future dues obligations of its former members; some Local 9639 leaders, particularly mine and safety committee mem- bers, continued to serve for Local 5741; and Local 9639 's members trans- ferred to Local 5741. The judge distinguished Cement League from the instant case on the grounds that there the Lather International Union merged with the Carpenters International Union but was able to remain virtual- ly intact as a subdivision of the Carpenters. Here, Local 75 merged into two different unions and did not retain any separate identity in either union. The judge further found that in the situation here, sev- eral of the Perma Vinyl considerations are missing because: (1) Locals 108 and 509 cannot be seen as "beneficiaries" of Local 75's unfair labor practices; (2) the locals are not part of an "employing indus- try to be regulated"; and (3) although Locals 108 and 509 are a "source of redress," they did not have the opportunity to adjust the "price" of ac- cepting Local 75's liabilities . Thus, although they accepted Local 75's liabilities under Carlough's di- rective, that acceptance was voluntary and unsup- ported by contractual consideration . The judge fi- nally concluded that any attempt to find that Local 75 was merged into Locals 108 and 509 by means of a third-party beneficiary contract executed by the International and Locals 108 and 509 must fail because the International did not have the author- ity to transfer Local 75 's Section 9(a) representa- tive status to a different local. Therefore , since the International's transfer of Local 75's assets (i.e., membership, contracts, and dues-checkoff authori- zations) was less than perfect, it would be unfair to conclude that the acquiring Locals were, neverthe- less, required to perform their contractual obliga- tions. We find the judge's analysis unpersuasive . First, we find the distinction made between this case and Cement League to be inconsequential . The Board's decision in Cement League in no way centered on the fact that the Lathers continued to exist as a subdivision. In fact, although the administrative law judge in that case had issued an order against the Lathing Subdivision of the Carpenters, the Board expressly rejected that order and found that the existence of the Lathers, as a subdivision of the Carpenters, was neither alleged nor litigated. Thus, the Board found that the Carpenters' liability was based solely on its status as a successor to the Lathers. We further find, contrary to the judge, that the Perma Vinyl considerations are present here. Here Locals 108 and 509 may indeed be the beneficiaries of unlawful labor practices allegedly committed by Local 75. Although in the employer-successor cases the successor may benefit from the antiunion atmosphere created by the predecessor, in the union-successor case, such as the one here , the suc- cessor may benefit from the unlawful antidissident atmosphere created by a predecessor union. If SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) indeed the Charging Parties were unlawfully disci- plined because of dissident activities, Locals 108 and 509 could benefit because such practices would certainly dissuade dissident activity among their members. I I Although the "employing industry to be regulat- ed" language from the Perma Vinyl decision may not literally apply in the union-successor situation, we find that the reasoning behind the language is just as applicable in the union setting . Granted the Unions here are not functioning as employing in- dustries with respect to Lynn and Benavidez. However, as entities that represent employee inter- ests, they are subject to regulation under the Na- tional Labor Relations Act and are susceptible of being found guilty of violating employees ' Section 7 rights, just as employers are. In either case, when one entity succeeds another but continues to oper- ate in a manner that is substantially unchanged from the perspective of employees, it is appropriate to call on the successor entity to remedy at least those violations of employee Section 7 rights of which it has knowledge. Finally, although Local 108 and 509 may not have bargained over their "purchase price" for the assets of Local 75, we find that it nevertheless would advance the purpose of the Act to find that Locals 108 and 509 provide a "source of redress" in the instant case . Although Locals 108 and 509 may not have bargained in the traditional sense for the assets of Local 75, they clearly were involved in the discussions concerning Local 75's problems, and in fact the record reveals that they both agreed to assume the liabilities of Local 75 in the event Local 75 was merged into Locals 108 and 509. Furthermore, there was consideration for their as- suming such liabilities in that they also obtained the assets of Local 75 . Hence, as Locals 108 and 509 were clearly aware of Local 75's potential liabil- ities, there is no indication that they were surprised by this action. As the judge found in Beth-Elkhorn- It is true, unlike in employer successorship sit- uations, Local 5741 could make no "adjust- ment in purchase price" to compensate for the backpay obligation of the predecessor . Howev- er, it was not compelled to assume representa- tion of former Local 9639's members with 11 Although the judge seems to find that the transferees' ability to de- cline to transfer to Locals 108 or 509 in some way lessens Local 108 and 509's ability to benefit from the unfair labor practices allegedly commit- ted by Local 75, we question how free the transferees were to decline membership in Locals 108 and 509 It n. likely that they obtained employ- ment through their respective hiring halls and may well have been re- ferred to jobs under contracts with union -security clauses. Furthermore, we see little relevance in this factor , if indeed true . Employees likewise always have the option of not working for a successor employer , but the Board does not find that that diminishes the successor's ability to benefit from a predecessor's unlawful labor practices 387 their employer, and may not in equity now escape that Local's remedial obligations of which Local 5741 was aware. [284 NLRB at 327.] Accordingly, we find that Locals 108 and 509 can be held as a "source of redress" to remedy the unfair labor practices allegedly committed by Local 75. Therefore, we find that Locals 108 and 509 are successors to Local 75, and we remand this case to the judge for consideration of the merits of the complaint allegations. l z We also reverse the judge's dismissal of the complaint against Local 75-a dismissal that had been predicated on the ap- parent absence of any entity that could remedy any violations that might be found . Because we have found Locals 109 and 508 to be successors for re- medial purposes, there is no reason for dismissing the complaint against the entity that allegedly com- mitted the unfair labor practices that Locals 108 and 509 would be called on to remedy. ORDER The National Labor Relations Board orders that the complaints in Cases 21-CB-8621, 21-CB-8717, and 21-CB-9209 be reinstated and this proceeding be remanded to Administrative Law Judge James M. Kennedy in accordance with this decision. IT IS FURTHER ORDERED that the judge shall pre- pare and serve on the parties a supplemental deci- sion containing findings of fact, conclusions of law, and a recommended Order in light of the Board's remand . Following service of such supplemental decision on the parties, the provisions of Section 102.46 of the Board's Rules and Regulations shall be applicable. 12 We note that the Respondents have filed a motion for dismissal or in the alternative a more definite statement concerning the alleged hiring hall violations We do not address the merits of that motion and leave it open for the judge's consideration on remand ORDER DISMISSING COMPLAINTS STATEMENT OF THE CASE JAMES M. KENNEDY, Administrative Law Judge. This proceeding originally consisted of a consolidated com- plaint against Local 75 alleging that it had committed three discrete types of unfair labor practices : 1. hiring hall violations against undetermined victims, 2. independ- ent threats and coercion against Charging Parties Lynn and Benavidez, and 3 . unlawful union discipline imposed on Lynn and Benavidez. At the initial hearing, on De- cember 5, 1984, I dismissed the union discipline allega- tion on 10(b) grounds. I then granted Local 75's motion for a bill of particulars regarding the hiring hall while in- 388 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD definitely postponing the hearing until the General Coun- sel issued the bill . The bill was not issued until Septem- ber 4, 1985, on my setting a deadline on August 21, 1985. On September 16, 1985 , Local 75's counsel moved to dismiss the original complaint on mootness grounds as- serting that Local 75 had been dissolved on March 1, 1985, and that no entity existed capable of remedying the unfair labor practices even if they had been committed. The General Counsel opposed asserting that Locals 108 and 509 had become legal successors . I decided to hold a hearing on the motion to dismiss . That hearing was held on December 17, 1985. In the meantime, on October 11, 1985, the General Counsel issued a complaint in Case 21 -CB-9209 against Locals 108 and 509 as well as their parent International Union. I granted the General Counsel's motion to con- solidate the two complaints. The new complaint real- leged that Local 75 had committed the same three dis- crete unfair labor practices: 1. the hiring hall violations (expanded to track the recently filed bill of particulars); 2. the same restraint and coercion; and 3. the same union discipline matter. Locals 108 and 509 moved to dismiss the last (joined by the International in its answer) on 10(b) grounds . On December 10, I issued an order grant- ing that motion and partially dismissed the complaint in Case 21-CB-9209. Still remaining for resolution in both cases are the first two issues, Local 75's alleged hiring hall abuse and cer- tain questions of its supposedly having illegally restrained and coerced Lynn and Benavidez. Locals 108 and 509 are not alleged to have committed any of these violations in the first instance . The International is alleged only as a party to the internal union discipline portion , previously dismissed . Insofar as these three entities are concerned they are not accused of being involved in Local 75's re- maining alleged misconduct,' although the General Counsel contends Locals 108 and 509 are responsible as successors to make whole any individual who lost an em- ployment opportunity due to Local 75's alleged mishan- dling of its hiring hall .2 These two locals deny they are successors to Local 75 and they have moved for dismis- sal of the entire second complaint. 11. THE FACTS At the December 17, 1985 hearing regarding the cur- rent status of Local 75 and whether Locals 108 and 509 are legal successors, the facts may be summarized as fol- lows: International President Carlough 's Directive Local 75 was chartered as a local union by the Sheet Metal Workers International Association, AFL-CIO in 1974. It drew its membership from several sister locals in the greater Los Angeles area. It represented employees ' With the dismissal of the internal discipline allegation, and in the ab- sence of any further allegation against it , there is no outstanding com- plaint against the International Union. 2 It should be noted that nowhere has the General Counsel stated the name of any potential hiring hall dispatchee who is allegedly entitled to backpay. His bill of particulars names only individuals who were actually dispatched, not those denied job referrals. in three different industries, the food equipment manufac- turing industry, the electric sign industry, and the so- called industrial industry . Its business office was in Santa Fe Springs. In late 1984 Local 75's financial and internal political problems became so severe that International President Edward J. Carlough assigned a representative from Phoenix, Leon Razee, to review the situation and to make recommendations to resolve them. In December and January, Razee filed reports showing that Local 75 was operating at a $5000-per-month loss which it was unlikely to correct. He also estimated that it had assets of about $110,000 cash,3 nearly 700 active members, 2 auto- mobiles, and an interest in a training facility "wholly owned" by the joint apprenticeship training committee, a separate entity. Its liabilities included the salaries of one business representative and three clericals, office rent, two strikes costing $1200 per week, and the potential li- ability in the instant NLRB case (which had just begun). Razee reported that the current leadership was ineffectu- al and could not deal with the problems. Razee recommended transferring the industrial shops, the business agent, the cars, and the training facility to Local 509. He recommended transferring the sign shops and the food equipment shops to Local 108. He made other detailed recommendations as well . Carlough, how- ever, did not follow them all , particularly the trade juris- diction recommendation. On February 8, 1985, by letter to all three locals, Car- lough announced that on March 1, 1985, he was transfer- ring the trade jurisdiction over the industrial and sign shops to Local 509 and the trade jurisdiction over the food equipment manufacturing shops to Local 108. He did follow Razee's recommendation that retired members be given their choice of locals and determined that each member be transferred with full membership credit. He also directed an audit of Local 75's books and records for the purpose of determining a pro rata distri- bution of assets and liabilities to Locals 108 and 509. In addition he transferred the Local 75 business representa- tive to Local 509, honoring a request from Local 509's business manager. The business representative 's employ- ment terms were to be the same as those of other Local 509 representatives. Carlough also directed that Local 509 allow two of Local 75's executive board members to become execu- tive board members of Local 509, one each to represent the two segments being added to Local 509. He did not issue a similar directive to Local 108. He also directed the acquiring locals initially to honor the Local 75 dues structure, but said they must meet the minimum dues as set forth in the International constitu- tion no later than July 1, 1985. Because this involved averaging building trades pay scales with those in other industries, as dues are tied to the hourly pay rate, it meant a dues increase to all former Local 75 members within 3 months. ' Roughly two-thirds of that amount consisted of a strike fund raised by special assessment That fund cannot be considered as part of Local 75's general fund for it is not the product of dues or operating assess- ments It is, instead, an employee asset SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) Local 509 was given the two automobiles and the office furniture and equipment. Carlough directed that Local 75's office lease be canceled if possible and, if not, the rent shared by both locals on a pro rata basis. He di- rected Local 509 to hire one of Local 75's three clericals, but did not direct Local 108 to hire any. Severance ex- penses of the clericals were to be borne by each on a pro rata basis. He concluded by directing Locals 108 and 509 to adopt Local 75's contracts in their newly acquired trade jurisdictions and required them to assume joint responsi- bility for Local 75's debts and obligations, unpaid rent, or judgments for backpay "in suits or other administra- tive proceedings," i.e., NLRB Cases 21-CB-8621 and 21-CB-8717 involved here. Finally Carlough stated that the books, records, securities, titles, bank accounts, etc., were to be transmitted to the International 's general sec- retary-treasurer for later apportionment to Locals 108 and 509. He concluded his directive by asserting Local 75's dis- solution was necessary because it had become an ineffec- tive representative due to internal strife, had lost mem- bers, and had failed to assist its employers in meeting nonunion competition . He could find no effective leader- ship at Local 75. He said the transfer to Locals 108 and 509 would improve work prospects and provide those employees with strength and capable, self-sufficient lead- ership. He also asserted that merging various trade juris- dictions in single, larger locals was consistent with the International's current policy of having fewer, but stronger, local unions having the financial resources ade- quately to represent the membership. The Dissolution of Local 75 To carry out his directive, International President Car- lough ordered his Representative Razee to oversee the dissolution and transfer of the membership and property as he had directed. Beginning on February 8, 1985, Razee took control of Local 75 and began to dismantle it. The collective-bar- gaining agreements in all three industries were about to expire. In late February he wrote letters to all the em- ployers advising them of the "merger and division" of Local 75. He notified each employer that its unit em- ployees' union memberships were being transferred to either Local 509 or Local 108 as appropriate and said that the acquiring local would be charged with servicing those employees, the firm, and the remainder of the col- lective-bargaining contract. He advised that contract re- newals and extensions were to be the responsibility of the acquiring union. He concluded by telling the employ- ers the name of the acquiring local's business manager, his address, and his telephone number. Similarly, Razee sent letters to the Local 75 member- ship advising them of the change. Most appeared to have accepted it without protest, although approximately 80 sign shop employees filed a petition asking to be placed in Local 108 rather than Local 509. Their petition failed. On March 1, 1985, Locals 108 and 509 began collecting dues from former Local 75 members, principally by Razee's having asked the employers to treat the Local 75 389 checkoff authorizations as authorizations to the acquiring locals. He also asked the trustees of the joint apprenticeship program to merge Local 75's program with that of Local 509, and they did so. Razee then transmitted to the International's secretary- treasurer Local 75's receipt books, union labels, minute books, the official seal (after destroying it), its original charter, credit cards (after destruction), bank statements, canceled checks, other financial records, and a copy of the final audit. In addition he transmitted the strike fund balance of $66,710 to the International . It is not entirely clear whether this fund was later remitted to Local 108 or 509 on a pro rata basis but it appears to have been. On March 12, Razee forwarded the last amount of cash, $6742, left in Local 75's bank accounts to the Interna- tional. In May, an additional $40 was discovered and also transmitted to the International . Beginning in June, the International began sending checks to Locals 108 and 509 representing moneys formerly held by Local 75. The International sent Local 509 a total of $34,545. In July it sent $38,955 to Local 108. Although the documentation is less than clear, most of this seems to have been strike fund money and seems to have remained earmarked for that purpose. Razee discharged all three clericals on March 2, 1985, although one was transferred to Local 509. Both Locals were told to honor a severance pay grievance later filed on behalf of the clericals by their Union, Local 30, OPEIU. Likewise all the elected officers were released. With respect to the collective-bargaining process, Local 509, with its original office in Riverside , had been directed by Carlough to hold meetings on an alternating basis in both Riverside and Buena Park to better accom- modate the new members. In early March it sent a ques- tionnaire to its new members asking what they wanted in the new contract. It also advised the employers bound by the Local 75 contract of the merger and attempted to open them for renegotiation. Local 108 sent similar let- ters to the employers in its new trade jurisdiction. Local 75, until its dissolution, had been the exclusive collective-bargaining representative as defined by Section 9(a) of the Act of the sheet metal employees employed by 56 or 57 employers. Twenty-five were food equip- ment shops, whose jurisdiction was given to Local 108; 19 or 20 were industrial shops, and 11 were sign shops whose jurisdiction was given to Local 509. All of the Local 75 collective-bargaining contracts were due to expire on June 30, 1985. Assuming that Local 75's demise did not cancel its collective-bargaining contracts on March 1 by operation of law, they had only 4 months left when Local 75 was dissolved. The parties have stipulated that Local 509, as of the date of this hearing, December 17 , 1985, had signed col- lective-bargaining contracts with all but two of the sign shops; furthermore, it appears that it now has contracts with all but seven industrial shops . Local 509 sought to be declared Local 75's successor under Section 9(a), by filing refusal-to-bargain charges against two employers with the Regional Director. However, the Regional Di- rector rebuffed that effort on the ground that the mem- 390 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD bership had not been permitted to vote on the issue. She held that Local 509 was not the 9(a) representative of the employees of those two employers, Industrial Sheet Metal and Benner Sheet Metal. Local 509's majority status was also challenged by S & R Industrial Sheet Metal, Industrial Sheet Metal Fabricators of California, Brother's Sheet Metal, and Kruse Metals Mfg. Co. Local 509 filed election petitions with the Board seek- ing elections at Kruse and Industrial Sheet Metal Fabri- cators of California. Although elections were conducted, Local 509 lost each. At the time of this hearing Local 108 would not stipu- late that it had reached contracts with any of the food equipment manufacturers. The General Counsel made no other effort to prove their status except to ask for the stipulation. The record is silent regarding the status of those negotiations, if any, although American Food Service has challenged Local 108's claim to 9(a) succes- sorship. Furthermore, the dissolution was not done in secret. The Board's Regional Office was notified in January 1985 that dissolution was under consideration and later that it was being carried out. Despite that notice the General Counsel did not seek to seize Local 75's assets to preserve them to satisfy any backpay claims. II. CONCLUSIONS A. Dissolution of Local 75 The first question to be answered is whether Local 75 still exists in any form. After the above evidence was re- ceived counsel for the General Counsel was asked if he now conceded that Local 75 had been dissolved. He re- fused. Nonetheless, in his brief he makes no contention that it has not been dissolved . In fact, the entire focus of his brief is to argue that Locals 108 and 509 are Local 75's legal successors. It appears that he now concedes, by implication, the facts of dissolution. Certainly the evidence to that effect is overwhelming and clearly demonstrates that Local 75 has been dis- solved. Since March 1 , 1985, it has had no officers, no members, no money, no employees, and is no longer in the business of negotiating and/or administering collec- tive-bargaining contracts on behalf of employees it repre- sented. On June 30, those contracts expired and were not renewed by Local 75. Even the very symbol of its exist- ence, its seal, has been destroyed . I have no hesitation in finding that Local 75 was dissolved on March 1. More- over, the dissolution seems to have been the result of an honest purpose and has not been shown to be an effort to evade any responsibilities under the Act. Indeed, the General Counsel does not so contend . I find, therefore, that Local 75 was dissolved on March 1, 1985. B. The Successorship Question The harder question is whether Locals 108 and 509 may be found to be legal successors to Local 75 for the purpose of remedying Local 75's alleged misconduct. Before its 1967 decision in Perma Vinyl Corp., 164 NLRB 968 (1967),4 the Board had held that "bona fide purchas- ers" of ongoing businesses were not obligated to remedy the unfair labor practices of the seller. Symns Grocer Co., 109 NLRB 346 (1954). In Perma Vinyl the Board, per- suaded by the apparent injustice to illegally discharged employees, noted that successors, even with knowledge of the predecessor's unfair labor practices, were not obli- gated to reinstate those employees, much less pay them any backpay. It decided that the Symns Grocer Co. policy was too harsh, for it did not offer such employees a meaningful remedy. Finding authority to extend liability to the purchaser in the discretionary remedy language of Section 10(c) of the Act, as well as in the successors and assigns language found in Rule 65(d) of the Federal Rules of Civil Procedure,5 the Board asserted that it would effectuate Federal labor policy to overrule Symns, saying:6 To further the public interest involved in effectuat- ing the policies of the Act and achieve the "objec- tives of national labor policy, reflected in estab- lished principles of federal law," we are persuaded that one who acquires and operates a business of an employer found guilty of unfair labor practices in basically unchanged form under circumstances which charge him with notice of unfair labor prac- tice charges against his predecessor should be held responsible for remedying his predecessor's unlaw- ful conduct. It buttressed that language noting that the purchaser, though not a party to the unfair labor practice, nonethe- less had become part of the "employing industry" to be regulated. The Board asserted that when a new employ- er has been substituted for the old in the same employing industry no meaningful change in the employing industry occurs insofar as the victims of the unfair labor practices are concerned. It observed that the purchaser was in the best position to remedy a discharge, by reinstatement to the "employing industry" and by making a backpay pay- ment. The Board said this would work no real hardship on a purchaser because when he substituted himself for the perpetrator of the unfair labor practices, he became the beneficiary of the illegal conduct. Finally, it conclud- ed, since the purchaser had knowledge of those unfair labor practices, he could easily adjust the price in the contract for the business being purchased to cover such liability. Both the predecessor and successor were to be held jointly and severally liable under this doctrine. Ulti- mately the Supreme Court agreed with the Board's logic in Golden State Bottling v. NLRB, 414 U.S. 168 (1973). That same logic, however, when applied to local labor organizations simply does not fit well. It is true that the Board has applied the Perma Vinyl doctrine in the one reported case involving union mergers, Metallic Lathers Local 46 (Cement League), 259 NLRB 70 (1981), enf. denied on other grounds 727 F.2d 234 (2d Cir. 1984). 4 Enfd. sub nom. U.S. Pipe & Foundry Co. P. NLRB, 398 F.2d 544 (5th Cir. 1968). S See Regal Knitwear Co. v NLRB, 324 U.S 9 (1945). 6 Perma Vinyl, supra at 969 11 SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) The facts of that case, however, are dissimilar to those presented here. The case involved the merger of the Lathers International Union with the Carpenters Interna- tional Union. As a result of extensive negotiations be- tween the two, the Lathers remained virtually intact as a subdivision of the Carpenters though no longer a sepa- rate legal entity. The continued visibility of the dissolved union in Cement League easily led the Board to conclude that the Carpenters International Union was a Perma Vinyl successor. Unlike Cement League the so-called merger here did not result in a shadow Local 75 appearing within either the Locals 108 or 509 frameworks. Although Carlough directed Local 509 was to hire Local 75's business representative, its business manager had requested him, and could have hired him without Carlough's directive. The directive did force Local 509 to accept two of Local 75's executive board members (who volunteered). None of these three was involved in Local 75's alleged unfair labor practices and none was taken on Local 75's terms. Local 108 was not even re- quired to accept any of Local 75's officials except as rank-and-file members. Moreover, significant Perma Vinyl considerations are missing. First, Locals 108 and 509 cannot be seen as beneficiaries of Local 75's unfair labor practices. In the employer-successor cases such as Perma Vinyl the succes- sor benefited from the antiunion atmosphere created by the predecessor . That atmosphere disadvantaged the Union in collective bargaining and tended to chill em- ployee conduct protected by Section 7, thereby lessening the risk of unionization . No similar impact can be seen here. The substitution of the two unions here created en- tirely new intraunion atmospheres . Officers new to the transferred membership, unbeholden to Local 75's offi- cers, were presented to the old Local 75 membership. Moreover, those transferees were free to decline Locals 108 and 509's offer of membership altogether. Thus, even if these two locals benefited by an expanded membership base, they cannot be said to have gained an advantage created by Local 75's unfair labor practices. The second dissimilarity is the "employing industry to be regulated" concept. In Perma Vinyl and similar cases one business entity substituted itself for another and the affected employees continued to work without significant interruption or change. It is true that in Cement League the Board paid lipservice to that concept, yet its use seems most inappropriate there as it does here. Labor unions are not members of the employing industry as the concept was used in Perma Vinyl. They are not, first of all, commercial businesses . Instead of profiting from the gross product of the industry, they seek to regulate the employment conditions of the employees they represent. Their business is one of employee representation , not em- ployment itself. Thus, while it is easy to refer to the em- ploying industry in substitutions of business entities for one another, it is not so easy to say the same when one employee representative is substituted for another. When that happens the employment of represented employees simply remains with the same legal and economic entity, the employer. 391 Indeed, the Board itself is in the business of providing a means of changing bargaining representatives through the election process . It conducts representation elections and grants or denies 9(a) status based on the outcome. It also will recognize or deny those rights based on an un- coerced proof of majority without an election . If those procedures are followed and a new 9(a) representative is selected, it is beyond doubt that the "successor " becomes insulated from any Perma Vinyl liability created by the unfair labor practices of the ousted union . Such changes are hardly of the technical variety with which Perma Vinyl is concerned. Similarly, here, the International's at- tempt to reassign Local 75's 9(a) status to Locals 108 and 509 was hardly a meaningless change of bargaining rep- resentative. All three "acquirers" are entities separate from Local 75 for it has long been held that local unions are not simply arms of their parent international union. Electrical Workers IBEW (Franklin Electric), 121 NLRB 143 (1958), citing Mine Workers v. Coronado Coal Co., 259 U.S. 344, 395 (1922). That "separateness" forced Local 509 to organize some employers ab initio. It is clear, therefore, that a concept of economic continuity similar to the Perma Vinyl employing industry concept is not to be found here. The last stated Perma Vinyl consideration is "source of redress." It is true that Locals 108 and 509 are on the scene and could be viewed as an equitable source of re- dress, but unlike the Perma Vinyl successor they have had no opportunity to adjust the "price" of their accept- ing Local 75's remains. As previously noted this was not a commerical buy-sell contract. It was an effort by the International to correct a representational vacuum being created as Local 75 followed a path of self-destruction. Two choices faced the International . It could either have let Local 75 destroy itself, leaving its members high and dry or it could try to save what was left by transferring members to other locals. It chose the latter course but in doing so gave the acquiring locals few options. They could accept or reject President Carlough's mandate, but if they accepted they could not adjust any purchase price as can buyers falling under the Perma Vinyl doctrine. It was a take-it-or-leave it proposition . Indeed, if they had any input at all into the takeover process it was only through statements to Razee or Carlough. After consid- ering their limited input, Razee made independent rec- ommendations which Carlough did not fully follow. Locals 108 and 509's requests, which were minimal, can hardly be characterized as the sort of negotiations lead- ing to a sale. Their subsequent acceptance of Carlough's terms is more in the nature of accepting a gift than it is in the nature of a purchase. Thus, although Carlough required the Locals to assume Local 75's liabilities, including those Local 75 might suffer as a result of these unfair labor practices, it cannot be said that the Locals had contractually obligat- ed themselves to assume Local 75's debts or judgments. In fact Locals 108 and 509's acceptance of the liabilities under Carlough's directives appear to me to be the ac- ceptance of a volunteer , unsupported by contractual con- sideration. Volunteers are not usually liable for the debts of others, absent some sort of detrimental reliance, not 392 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD seen here. Moreover, the preexisting debts of another are insufficient consideration to make such a promise an en- forceable contract. The General Counsel argues, however, that one should not be able to accept the assets of the perpetrator of unfair labor practices without also accepting its liabil- ities and that Locals 108 and 509's acceptance of Car- lough's• terms is a recognition of that obligation. This raises the final Perma Vinyl consideration, unsaid there or in any of the cases in its line, but clearly present. That is the presence or absence of privity be- tween the successor and the predecessor .? First, I should observe that in every Perma Vinyl type successor case, including Cement League, there is direct privity between the predecessor and the successor. This is usually found in the buy-sell contract, but is sometimes present through operation of law, i.e., a bankruptcy trustee or takeover by a secured creditor. Clearly, here, Locals 108 and 509 had no privity of contract with Local 75. They were separate entities. Franklin Electric, supra. Both acquired their rights, such as they are, from the International. They had no negotiations whatsoever with Local 75. It is true that both looked at Local 75 with some care after the International began to sense that Local 75 was fail- ing. Both knew they were likely recipients of Local 75's remains and wished to assure themselves that they would not be saddled with an albatross . Presumably they could have rejected the International's largesse had they wished. Even so, unlike the Perma Vinyl successors they did not negotiate with their predecessor . Consistent with the privity requirement is Southland Mfg. Corp., 186 NLRB 792, 805 (1970), a case dismissing a claim of successorship liability . In that case the successor ac- quired a moribund business from a middleman , the Small Business Administration, well after the predecessor had stopped operating. As the successor had no privity with the predecessor, the Board held the successor was not obligated to remedy the unfair labor practices committed by the previous operator. A study of the Perma Vinyl line of cases, therefore, clearly mandates the conclusion that privity between the predecessor and the putative successor is necessary before Perma Vinyl remedial liabil- ity will attach. Accordingly, since it has been shown that Locals 108 and 509 had no privity with Local 75, I cannot agree with the General Counsel that one cannot accept the assets of a moribund entity from a middleman without also accepting its liabilities. Southland Mfg. Co., supra. Specifically, I conclude that Locals 108 and 509 are not successors within the meaning of the Perma Vinyl doc- trine. The General Counsel's final argument is based on the "contractual assumption of liability" cases such as Liberty Electronics Corp., 143 NLRB 605 (1963), and Emerson Electric Co., 176 NLRB 744 (1969). In those cases, apply- ing third-party beneficiary contract concepts, the Board found that the successor had agreed with the predeces- r The Supreme Court actually does discuss privity as a requirement but easily found it in the case before it. Golden State Bottling Ca Y. NLRB, supra at 179, 180 Thus it found the rule 65(d) "successor and assigns" language applicable. Had privity been absent it seems likely that the Court would not have found successor liability sor, as part of the purchase agreement , to pay the prede- cessor's liabilities arising from its unfair labor practices. In these cases not only can privity be readily found, but they may even be characterized as foreshadowing the Perma Vinyl price adjustment factor, for the parties had foreseen the liability and had adjusted the price to ac- commodate it. In any event there was a clearcut contract supported by bargained-for consideration designed to benefit third parties-the victims of the unfair labor prac- tices. The same cannot be seen here. I have already found that this transaction was more in the nature of a gift, conditional perhaps, but certainly less than a contract. As noted above, there was no privity between Local 75 and the two acquiring unions. Moreover, there was no bargained-for consideration creating a contractual rela- tionship. Thus no third-party beneficiary contract was created. I should add one final observation here. Even if one might find an effort to reach a third-party beneficiary contract here, it appears incomplete . The International, in its directive, told Locals 108 and 509 to administer Local 75's contracts for their duration (120 days) and tried to posit them as new 9(a) representatives . Further- more, it tried to hand over to the acquiring Locals, through both the contracts and the checkoff authoriza- tions, the mandatory right to collect dues . Neither of those efforts could legally have been performed because the International could not transfer the 9(a) relationship enjoyed by Local 75 to anybody. It could not even seize it for itself. That is a right reserved for the employees; they, and only they, have the right to determine who their exclusive collective-bargaining representative shall be. No one else, including the president of an Interna- tional union, may lawfully transfer that status to another representative without proof of uncoerced majority status. Likewise, the International could not force former Local 75 members to pay dues to Locals 108 or 509. Neither the union-shop provisions of the Local 75 con- tracts nor the dues-checkoff authorizations to Local 75 permitted the acquiring locals to demand dues from those members being transferred . Thus, the International could not, in reality, transfer these Local 75 assets in the same form in which Local 75 had enjoyed them. The International Union's transfer of such assets was there- fore less than perfect. That being the case , one can rea- sonably question whether the alleged third-party con- tract had sufficiently matured to obligate the acquiring locals to perform their obligations under this supposed contract, payment of Local 75's liabilities. I suggest that the "contract" was not fully performed by the Interna- tional and therefore the Locals are not obligated to per- form either. In any event this transaction is, at best , a conditional gift. If the donees of the gift honor its terms, well and good. If not, the donor may have its own redress . Either way, third parties, such as the Board or Local 75 back- pay claimants have no enforceable rights against the donees. I therefore reject the General Counsel's argu- ment that Locals 108 and 509 are obligated by contract to remedy Local 75's unfair labor practices. SHEET METAL WORKERS LOCAL 75 (OWL CONSTRUCTORS) As Locals 108 and 509 are neither Perma Vinyl succes- sors nor bound by contract to remedy Local 75's unfair labor practices it follows that the motion to dismiss the case against them, Case 21-CB-9209, should be granted. C. The Case Against Local 75 Remaining to be decided is the question of whether it would serve any purpose to resume the prosecution of Local 75. It has been held that the Board is entitled to a remedy even as against an entity which is no longer in business. See for example Southport Petroleum Co. v. NLRB, 315 U.S. 100, 107 (1942); NLRB v. Electric Steam Radiator Corp., 321 F.2d 733, 738 (6th Cir. 1963); Armi- tage Sand & Gravel, 203 NLRB 162, 166 (1973). These cases are bottomed on the premise that it serves the public policy of obtaining a remedial order against a wrongdoer and that a source of economic redress may be found. Assets can be chased and seized and the pri- vate rights involved may obtain at least partial satisfac- tion. Is that consideration present here? First we should look at the order the General Counsel is seeking. Is it seeking a cease-and-desist order, a make-whole order, or both? To the extent that it seeks a cease-and-desist order dealing with the alleged hiring hall improprieties and the alleged restraint and coercion , Local 75's dissolution ren- ders that remedy meaningless. The Board has held cease- and-desist orders against dissolved labor organizations moot and unnecessary. Steelworkers Local 14055 (Dow Chemical), 229 NLRB 302 (1977). Thus the policy is clear that the Board will not issue such an order where, as here, it would be totally ineffectual . I see no reason to proceed for the purpose of issuing such a remedy. With respect to backpay, however, the policy is not as clear. It may be that Local 75 assets could be found if one were to make a thorough search . Yet is counsel for the General Counsel seeking such an order? I note that he has had in his possession since December 1984 all of Local 75's hiring hall records, he has known since ap- 393 proximately January 1985 that Local 75 was in danger of being dissolved , and he has known since February 1985 that dissolution was occurring . Yet at no time did the General Counsel take steps to prevent the dispersal of Local 75's assets. Moreover, he has never, even in his bill of particulars, named a single person believed to be entitled to backpay. In light of these facts can it be said that counsel for the General Counsel even seeks a backpay order? I con- clude, despite any remonstration to the contrary, that he does not. If the General Counsel truly sought backpay he would have attempted to obtain a protective order in the United States district court and would have promptly issued a bill of particulars naming at least some hiring hall users supposedly entitled to that remedy . Compare the remedy issued in Polis Wallcovering Ca, 262 NLRB 1336, 1339 (1982). There the Board affirmed an adminis- trative law judge who ordered backpay for the named discriminatee, but not for hiring hall users who were not named but who belonged to the class being discriminated against. This case would result in a similar remedy, only a cease-and-desist order. Even if the General Counsel now seeks a backpay order one may ask if it is truly worth it . The bill of par- ticulars asserts 174 to 175 referrals, about 85 percent, to have been improper . Local 75's remaining assets, if traced, appear to be small . As a result no private rights would be adequately satisfied while the expense in seek- ing to satisfy them would be enormous . In this age of shrinking agency budgets, this pursuit would not be cost- effective. Moreover, the public interest has in fact been served. To the extent Local 75 may have been a wrong- doer, it no longer exists and cannot continue to harm re- ferral applicants . I conclude, therefore, that continued processing of the case against Local 75 would not effec- tuate the policies of the Act . Accordingly, I shall grant the motion to dismiss Cases 21-CB-8621 and 21-CB- 8717. [Recommended Order for dismissal omitted from pub- lication.]