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A HISTORY OF CARTERS’ KNOTTINGLEY BREWERY

by

Dr. TERRY SPENCER B.A.(Hons), Ph D. (2009)

VOLUME TWO: THE PUBLIC LIMITED COMPANY, 1892-1972

CHAPTER TEN

THE COMPANY 1921-1933

A period of booming trade in the immediate aftermath of the Great War heralded relative prosperity for the Knottingley Brewery Company throughout the 1920s despite indications of social change and economic constraints imposed by the government upon the brewing trade. Thus, in the face of counter attractions and a gradually worsening economic climate the decade was a period of trade expansion and profitability for the company and adverse effects were not felt by the firm for some time. The situation is shown by reference to the dividends paid to the shareholders throughout the decade and also the bonus payments made to key members of staff, particularly T.J. Sides, the two aspects not being mutually exclusive.

After payment of all expenses and a reserve of £2,498 against any depreciation in stock an annual profit of £15,323-14-1 was announced for the year ending 30th September 1921. The sum of £10,387-7-8 brought forward from 1920 made a total credit of £25,711-1-9 which, following the dividend payment on preference shares left a balance of nearly £23,000. A dividend of 12% on ordinary shares, amounting to about £7,000 was paid, leaving a final balance of £15,711-1-9. (1) The year following a profit of £14,463-6-8 allowed the 12% dividend to be paid again and although profits for the years 1923-24 are not recorded the dividend payment remained at 12% suggesting satisfactory profits. (2) The assumption of profitability is reflected in the nature and amount of the gratuities paid in the above mentioned years. At the Annual General Meeting held at Sheffield on the 4th February 1921, remarks concerning his

"valuable and efficient services"

were made by shareholders delighted with the expansion of company business and the resultant profit, leading Sides' fellow directors to discuss his annual remuneration. Asked to venture an opinion, Sides' stated view, by serendipitous good fortune, coincided with those of the Company Chairman, S.A. Smith and fellow director, H.W.D. Fielding. Consequently, Sides was invited to submit his opinion for the record in a formal letter to the board and as a result it was resolved that he should receive a bonus of £500 in addition to his salary and expenses of £1,115 for the year ending September 1920, together with a like sum for the current year. It was also decided that Sides' salary be reconsidered on a basis not less advantageous to him (3) and on the 6th November 1921 a payment of £2,736-17-2 was approved by the directors, being income and expenses for the previous trading year. The sum comprised:

Salary £2,000-0-0
Travelling Expenses £323-2-11
Special Expenses £250-0-0
Wine Account £163-14-3

The company also resolved to bear the tax on £100 of the fees paid to Sides so that he would be placed in the same position as his fellow directors. A bonus of £42 was also paid to S.A. Smith, for extra work in the year ended 30th September 1922. (4)

In April 1924 Sides was requested by his fellow directors to

"accept £100 on the same term as the 16th April 1923"

and in November, following a 12% dividend payment, Sides received a bonus of £500 in recognition of his additional work concerning licence applications for four Company houses at locations in the district (5)

The previous April, Smith, himself absent ill, had via a private communication to Fielding, expressed concern about the strain on Sides arising from the said licence applications. Urging Sides to take a holiday to alleviate the pressure of work, the board had voted him £100 tax free, to facilitate the break. (6) The process was repeated in 1925 and 1926, the grant on the latter date being recorded

"...as usual, for holiday expenses." (7)

In 1927 the company, in addition to the annual grant of £100 for a trip to Port Said also donated £85, the cost of Sides' election expenses in his unsuccessful attempt in April to gain election to the Parish Council of Ferry Fryston (Ferrybridge). Sides' attempt to join the Parish Council whilst still a member of Pontefract Corporation smacks of commercial opportunism in the guise of political endeavour, the underlying motive being to extend his already considerable socio-political influence to an area in which the brewery company had business interests. (8)

In January 1928 Sides was awarded "the usual" grant of £100 for a trip and in April it was recorded that he was to take his usual holiday with a grant of £100 "as before".(9) The year saw a divided of 12% declared on ordinary shares (10) but when the year following, Sides was granted £100 to take his "usual holiday" the dividend had fallen to 10% less tax. (11)

Sides, although the most prominent, was not the sole beneficiary of company largess in this period of relative commercial prosperity. Late in 1925 Fielding was afflicted with a protected illness which necessitated long-stay care in a private nursing home followed by a prolonged convalescence. In December the board members resolved that Fielding be:

"respectfully asked to accept 300 guineas towards the great cost he must be incurring through illness." (12)

Four months previously a decision had been taken to pay £130 to Major Stephen A. Smith, being a half share of the cost of a shoot he had organised to which local magistrates had been invited. The shoot was an annual feature of the company's social activities and was clearly a public relations exercise through which the directors hoped to foster subliminal influence resulting in corporate benefit. (13) The importance attached by the board to the annual shoot is evident from the fact that notwithstanding the disruptive effect on trade of the coal dispute and the General Strike in 1926 the directors decided that despite "hard times" the company would take the year's shooting from Mr Charlton Thrapston of the Burgwallis estate at a rental of £100. In the wake of the event Smith received the customary sum of £130 to add to the honorarium of £150 received earlier that year in recognition of services rendered during the preceding months. (14)

In 1925 an overhaul of the company's accounting structure took place as a result of which it was decided that in future the company would have only two accounts: a current and a loan account. The balance of the Debenture Account was transferred to the company's reserve which, together with monies from the existent Loan Account, raised £4,800 enabling a debit of £3,500 on the Mortgage Account to be liquidated. (15)

Precise details of the effect of the General Strike are not on record but it is evident that the stoppage carried implications for the firm by the fact that in late August 1926 a meeting of the directors was convened at Windermere at which they reviewed the financial position of the company in consequence of the dispute. A decision was reached to sell £3,000 worth of War Stock and £1,000 of War Bonds, realising the £2,017-6-0 and £1,045-1-7 respectively. (16) Although at a subsequent meeting on the 28th September the current trading figures were discussed and a policy formulated concerning the financial position of the company (no details being recorded) the disruption caused by the industrial dispute appears to have been temporary and did not impair the dividend of 12%, less tax, being paid on preference shares that year. (17)

The Company Report of September 1927 revealed a surplus of £28,350-14-1 after deduction of management and trading expenses. The sum included a balance of £15,376-8-3 from the previous year and a profit of £12,974-5-10 on the current year' trading. Payment of £3,000 on Preference shares and a dividend of 12% on Ordinary shares, less tax, left a balance of £8,050. After payment of £2,000 to the reserve account the sum of £15,300-14-1 was carried forward to the following year. It is of passing interest to note that brewery plant and public houses were valued at almost a quarter of a million pounds with stock and movables valued at £18,689-2-9. (18)

The beginning of the Thirties saw a downturn in the company's affairs, not only in profitable trading but in status which marked the commencement of a protracted period of decline culminating in the demise of the company almost four decades later.

In January 1930 the board again assessed the company finances making a comparison with the bank balance pre 1914 and the current year. (19) It was decided to boost the company finances by drawing up a list of disposable properties and Sides was authorised to sell items privately or otherwise according to his own judgement as to what was beneficial to the company. (20) A further indication of a downturn in trade was the fall in dividend paid on ordinary shares to a tax free 10%. In addition, Sides was not granted the usual bonus payment.

The company accounts presented to the shareholders at the Annual General Meeting of 1930 were subject of an adjustment. The matter arose with regard to the issue of shares to Sides early in 1926. At a board meeting held at the home of the ailing Fielding on the 8th February, Sides had reported the private purchase of two licensed properties and a small brewery situated at Monk Fryston, a few miles north-east of Knottingley. The properties, valued at £7,250 had been acquired by Sides two days earlier for £3,850. (21) A supplemental memorandum dated 25th March reveals that in response to an enquiry from Fielding, Sides had stated his willingness to sell the properties to Knottingley Brewery Company. In return Fielding had suggested that a payment of 50 fully paid up ordinary shares equivalent to £500 be made to Sides and upon his acceptance moves were initiated to issue the shares and exchange cheques. (22) Subsequent examination of company stock indicated, however, that the whole of the firm's ordinary share issue was fully subscribed. Sides therefore accepted payment in respect of his holding of 250 x £2 shares which thus qualified him for full dividend payment from the commencement of 1926 in accordance with items 17 and 18 of the company's Articles of Association. (23) Although the 250 shares were included in the 1930 Balance Sheet as fully paid up, Sides received a 6% dividend by separate cheque and not out of the ordinary share account. (24) The irregular method of settlement was ultimately to be used as a cynical ploy by Sides' opponents in the subsequent power struggle within the boardroom some seven years later, as will be shown in a subsequent chapter.

In common with many other regional and nationally known breweries who were struggling to maintain their existence at a time of severe economic depression, Knottingley Brewery Company was considering commercial opportunities. A confidential approach made to Messrs Heys, Cornish & Co. suggesting amalgamation was rejected, the latter being unprepared to amalgamate at that time. (25)

Once again, a survey of company properties was undertaken with a view to selling off any deemed surplus to requirements. The sale of several company houses released from the list of stock earmarked as bank securities in respect of Mortgage Debenture Holders the previous year, necessitated their replacement and this in turn constrained room for manoeuvre regarding the further sale of company properties especially as the brewery was anxious to hold on to properties on prime sites with the potential to generate substantial profits post-depression. However, the sale of some outlying properties boosted the company's bank account to £21,320-11-6 by July 1931 when Sides, now chairman as well as managing director of the company following the death in May of .H.W.D. Fielding, raised the subject of the company's finances. Sides suggested that the Property Account be closed and the money be redistributed with £14,376-1-8 going to the Loan Account which as of June stood at £38,000, and the balance of £6,944-9-10 be transferred to the current account, making the latter £11,599-12-10. The proposed measure, it was claimed, by reducing the number of accounts, resulted in a reduction of bank charges whilst giving quicker access and manoeuvrability to the current account. (26) Such reorganisation was of limited benefit, however, and consideration was given to the benefit to be gained from subdividing £10 ordinary shares, with a call of £8, into single denominations of £1 with 16 shilling to be paid on every share and it was resolved to seek advice from stockbrokers, Messrs Barber & Sons and Messrs Smith, Holmes & Judge. At a board meeting held on 12th October 1931 replies were read from the legal representatives of the above named brokers stating that the split share option was not a suitable proposal given the ongoing economic conditions and the subject was left for consideration at a "more normal time." (27) At the same meeting Sides reported contact with the company's bankers regarding the high rate of interest charged on overdrafts and pointing out his awareness that the Bank of England had raised the bank rate to protect the nation's gold supply but that the action of the bank was not wholly governed by that consideration and therefore in Sides' opinion the 5% was a sufficient charge. The bank manager had replied that he would see what could be done but having looked into the matter could afford no relief, leaving Sides to take up the matter with the bank's London based general manager. It was reported in December that discussions had taken place with the company's auditors and accountants regarding the interest charged on the overdraft but the subject was left pro tem. (28) The peripheral, piecemeal nature of the above items is an indication of the frantic attempt by the brewery directors to weather the economic storm. Sides' personal dedication to such an aim cannot be questioned and although the attainment of solvency, indeed, of existence was obviously a matter of personal pride and prestige it was not sought without financial sacrifice.

The question of commission of 5% per annum awarded to Sides as commission on net profits from the bottling agency set up by resolution of December 1926, was raised at a board meeting in late November 1931. It was revealed that Sides had not taken commission amounting to £547 during the previous three years. Sides stated that the Company profits having reduced over the period involved, he did not feel justified in drawing commission. At his suggestion it was decided that the money be left in the company profits for that year. Major P.G. Smith on behalf of the directors commended Sides' attitude. The year's Balance Sheet being discussed it was agreed to recommend a dividend on ordinary shares of 8%, less tax for the year ending 30th September 1931. (29)

Early in 1932 the company's bankers wrote concerning the lapse of the company's overdraft limit as of 31st December last. Reference was made to a statement by the late Mr Fielding that the overdraft should be limited to £5,000 on the Loan Account with its reduction by £8,000 to £10,000 if possible, during 1932. The company replied that while it was impossible to reduce the overdraft at that time the houses of the company on which the overdraft was secured were in excellent condition and if sold would fetch far more than their book value, as shown by the properties sold by the company in 1930. In view of this, together with the fact that the company had applied for and hoped to obtain at least three of several licences sought, the company requested the bank to grant them a further £10,000, adding that Sides was prepared to meet bank representatives to discuss the matter fully. (30)

Meanwhile, an alternative course of action was being pursued. A board meeting on the 11th March 1932 dealt, inter alia, with previous communication and discussion between the Company and the Alliance Insurance Co., Leeds, concerning a loan of £15,000 against the security of several company houses. The money was being sought to finance the building of new licensed premises at Minsthorpe and Whitwood but the meeting turned on whether or not it was better to rectify the large bank charges accruing to the company by borrowing a larger sum at a fixed rate of interest and pay off the bank loan entirely. It was finally agreed that a loan of £55,000 be sought from the Alliance Insurance Co. at a new rate of interest and against mutually arranged securities, the loan being used to pay off the bank. (31) It was agreed that Sides and Colonel W.M. Smith of Smith, Smith and Fielding, the latter being a director of the Alliance Insurance Co., should meet Mr Bibby, the local manager and place the whole matter before him. (32) However, the insurance company felt unable to approve the loan and the bank not only declined to advance the more modest sum of £15,000 but pressed for implementation of a scheme to ensure a year on year reduction of the existing overdraft. The company held no prospect of such action but were hopeful for the following year. (33)

An indication of the financial plight of the company is shown through the temporary arrangement between the company and Sides whereby a consignment of 400 quarters of Californian barley ordered by the Brewery at the close of 1931, was purchased privately by Sides at 39 shillings per quarter. The company was to store the grain and repurchase it in the forthcoming financial year at a mutually agreed price. A marginal note, inserted in the Minute Book at a later date reveals that the resale figure was 2 shillings per quarter above the original price, ensuring a comfortable profit for Sides. (34)

A further sign of radical thinking bordering on desperation is that consideration was given to renaming the company, presumably to refurbish its image with the public generally and the Stock Exchange particularly. At a meeting of the directors on the 11th April 1932 a discussion took place concerning the issue but was suspended pending a reply from the Patent Office, London, to which a list of alternative names had previously been sent for approval. The subject was raised again at a board meeting on the 20th May but the matter was left in abeyance. In March 1933 notice that the company trade mark was due to expire on the 4th of April resulted in the decision to renew the registration, thus suspending consideration of a change of the company name. The record thereafter contains no further reference to the proposed name change but as the company retained the original title for almost forty years thereafter one may assume the subject was dropped from further consideration, largely due to the B.Y.B take over in May 1935. (35)

Unable to secure loans, the company now had to seek private investment, something of a forlorn hope given the prospects of the company and viewed against the severity of the economic condition of the country. An unsuccessful approach was made in June 1932 to the company solicitors, Carter, Bentley & Gundill, asking if they had any clients who might be interested in an investment in the company's new houses. (36) Adverts were also placed in the Yorkshire Post offering mortgage debenture shares with a nominal value of £80,000 and drew several requests for further particulars. In October it was reported to the board that Sides was in discussions with the Company auditor, Mr J.B. Thomas, who was reputed to have £10,000 to invest. To secure the investment the company were willing to offer the Westfield Hotel, South Elmsall, and the Northfield Hotel, South Kirkby, with a combined book value of £23,251 as security. The lure failed, however, and despite protracted negotiations the prospective client withdrew his offer the following March. (37)

The impasse reveals the difficulty faced by small companies at that period in raising finance despite the existence of valuable material assets. In the case of the Knottingley Brewery Co., correspondence with London stockbrokers, Messrs Jackson, Stops & Staff, in October 1932, emphasises the fact. The letters reveal that despite the book value of its real estate and the market potential of the company, the brokers were experiencing difficulty placing the debenture stock, a balance of £34,590 of the £80,000 issue still remaining. The company, despite being cash strapped, stated its unwillingness to accept less than a £85% response to the share issue. (38) In January 1933 Messrs MacDonald, Browne & Co., London, indicated clients willing to invest in the debentures, subject to a suitable quotation, to which the company responded with a quote of £84%. In March, when J.W. Bentley & Co., Wakefield, found a client willing to invest at £80% for the unissued debentures the board decided to leave the matter in abeyance pro tem. (39)

Betweentimes, the company sought to temporise by raising money from the further sale of unlicensed properties and a list was drawn up which included internal items such as antique fireplaces, panelling and doors. In the case of some unlicensed properties the company was partially constrained by the fact that they were an attachment to the leaseholds of adjacent inns, being rented from the brewery by the tenants of such inns. It was therefore necessary for the company to defer private sale or auction until the lease was due for renewal. (40)

Throughout the period of financial stringency the Midland Bank was pressing the company for repayment of its overdraft. In August 1932 a full statement was presented to the company covering mortgage loans since the establishment of the Company and it was agreed that a maximum rate of interest of 5% should be charged in future subject to a limitation of time and a ten-year schedule was suggested with six months’ notice of redemption for the future. (41) By October, however, the financial situation of the company was so parlous that it was necessary for Major S.A. Smith to meet the manager of the bank to discuss the plight of the company. Following an overview of the financial accounts, an examination of the annual trading figures and an assessment of bad and doubtful debts owing to the company, a decision was taken that no dividend be paid on ordinary shares together with the postponement of a dividend on preference shares, which decision was ascribed to depression of the licensed trade and the incompleteness of the company accounts. (42)

The Spring of 1933 brought an air of optimism as the Budget afforded some relief to the brewing industry. A Manchester stockbroker, Thomas Hirst, notified the company of favourable prospects for the sale of £1,000 worth of debentures at £88% but the prospect of improved trade induced the board to reply that if Hirst had a prospective investor the company would be pleased to accept £86% net, namely £33,490 for the stock, thereby undermining any potential sale. In September, Jackson, Stops & Staff informed the company of a client prepared to invest up to £30,000 in debenture stock and seeking to ascertain if the portion of stock remaining from the earlier launch had been placed. Again, the intransigence of the board influenced by an over optimistic analysis of the future trade prospects, deterred a potential investor, the stockbrokers being informed that no firm offer should be made without the approval of the board who considered that a higher price might be obtained at a later date. (43)

The optimism of the directors was no doubt bolstered by their awareness of a prospective amalgamation with the Tower Brewery Co., Tadcaster. In May 1933 Major P.G..Smith reported discussions between the company's solicitors and Colonel Kirkby and Mr Wilson of the Tadcaster Tower Brewery Co., Ltd., with a view to formulating a scheme regarding working arrangements between the two companies. At a board meeting on the 12th of June a letter from the Tower Brewery Co., was read which outlined a scheme whereby the Tadcaster firm would lease the Knottingley brewery's houses with their beer. Smith reported a meeting with the Tower Brewery chairman at which several amendments had been suggested and following some discussion the board decided to ask the Tower Brewery Co., to redraft their proposals incorporating the suggested amendments. (44) In July correspondence was received from the Tower Brewery Co., and Messrs Tennant Bros., Ltd., requesting further and presumably, confidential information concerning Knottingley brewery. Following some discussion the board decided that it was not opportune to proceed any further with the suggested amalgamation. That Smith was fervent in his support for the scheme is evident from a footnote to the meeting which indicates that he proposed that the details sought by the Tower Brewery Co, be supplied and an early appointment be made for a meeting between the two boards of directors but Smith's proposal failed to find a seconder from the five directors present. (45)

The move by the Tadcaster Tower Co., was the fulfilment of a long standing interest in the merger of the two firms for in 1897 Edwin Lawson had identified a covert move by the Tadcaster firm to take over Knottingley Brewery. (46)

Despite the reaction of the board to the approach by the Tower Brewery Co., the possibility of such a development either with the Tadcaster firm or some other remained and to this end a report was commissioned from J.B. Thomas, auditor of the Knottingley Brewery Co. The report was subsequently considered by the directors who also invited the attendance of Mr W.A.C. Jeffcock, representing his mother, the widow of the former director and a major shareholder in the company, together with Mr W. Bentley, a legal representative of the Company. (47)

Meanwhile, pressure from the Midland Bank to reduce the company's Loan Account to £30,000 at an early date left the board unmoved, the directors considering that the property advanced as security to cover the existent overdraft was ample and that persistent requests for repayment were unwarranted. (48)

It was clear, however, that the unstable financial position of the company could only be rectified by a merger with or takeover by another brewery company. The awareness led the astute Sides to contemplate the implications of such a development for his future prospects. At a board meeting held on the 10th August 1933, Sides was moved to make a personal statement. Referring to his position as managing director and his association with the brewery for almost forty years, Sides expressed the opinion that for the future best interests of the shareholders and himself he should have formal security of tenure. In response to suggestions made by unnamed persons in recent months he had therefore prepared an agreement detailing his terms of service for consideration by his fellow directors, which he then produced before retiring from the meeting pro tem to allow it to be read and discussed by the remaining board members.

It was subsequently proposed by J.W. Wilby and seconded by T.A.S. Whitehead that the agreement of service be accepted with one alteration: "ten years" to be inserted in place of the "five years" specified by Sides as the duration of the said agreement, and that the document be signed and sealed immediately.

Upon his return to the room Sides was informed of the situation and assured his fellow directors that no effort would be spared on his part to further the interests of the company. A note of partial dissent was sounded, however, by Major Paul Gatty Smith who informed Sides that whilst appreciating his need for security of tenure and therefore agreeing in principal with Sides' proposal, he had nevertheless voted against the resolution on the grounds that the company should have first have an opportunity to take legal advice concerning the matter.

The resolution being passed, however, the agreement was signed and sealed there and then with Sides himself executing the counterpart from himself to the Company. (49) The move represented a coup on the part of Sides who over a period of a decade had manoeuvred himself into a controlling position on the board. In December 1923 the company secretary, Tom Green died. Green, who had been appointed secretary in March 1911 at a salary of £170 per annum was a trusted servant of the company and received numerous increases in salary and bonuses over the following twelve years. (50)

An inconclusive boardroom discussion concerning a replacement for Green took place in January 1924 (51) but somewhat surprisingly, no replacement was appointed for two years, the secretary's duties being assumed by Sides pro interim. (52) In February 1926 Thomas Alfred Sides Whitehead, Sides' nephew, was appointed to the post of secretary and assistant manager and by March 1928 he was nominated by his uncle as a company director and accepted by the board. (53)

In December the year following, Sides, seconded by Whitehead, successfully proposed James William Wilby, a local business associate, with interests in the transportation of coal along the neighbouring waterways, for membership of the board. (54) Thus, by a combination of nepotism and patronage Sides, with three votes out of five at board meetings held controlling interest in company affairs

Facing the Sides' faction was that of the Smith family, associated with the Sheffield based firm of solicitors, Smith, Smith & Elliott, which had been associated with the brewery company since its establishment in 1892.

In 1906 Stephen A. Smith had joined the Brewery board and following his retirement in February 1926, was replaced by Philip Gatty Smith who was elected to the board at the same time as Whitehead. (55) Francis Scott Scott-Smith, a retired steel manufacturer of Banks Hall, Barnsley, who had assisted the company in the recent past, was admitted to the board in 1932, providing moral and practical support for his outnumbered namesake. (56)

At the time of the Extraordinary Annual General Meeting held on the 19th of December 1933 it was mutually agreed that henceforth the number of Company directors would be no less than two and no more than seven, Mr William Henry Claude Jeffcock, son of the former company chairman, having been elected to the board the previous day. (57) Claude Jeffcock, presumably as a representative of a family with a substantial shareholding, had been invited to board meetings in the early 1930s has had another person, James Baldwin Young, a Sheffield solicitor who had advised the company with regard to the proposed share allocation in 1931. Beyond that, Baldwin Young's involvement with the firm is ambiguous, he being erroneously named as a director in a document of 1935 but never in fact a member of the board (58) although, as will be seen, his allegiance lay with the Smith family in the ensuing power struggle.

Following the securing of a tenurial contract at a board meeting on the 11th September 1933, T.A.S. Whitehead, in his capacity as company secretary and assistant manager, also presented an agreement of terms of employment and working conditions covering a ten year period commencing 1st November 1933. Sides, whom one may presume had instigated Whitehead's move, stated that when Whitehead engaged in his dual capacity it was against his wish. Outlining his projection of Whitehead's future career Sides stated he had been persuaded against his judgement by his fellow directors Fielding and (Stephen) Smith on the understanding that Whitehead would be his eventual successor. Sides also pointed out that under the present terms of employment there would be no advance in salary for Whitehead until such time as the company was again able to pay a dividend. The application was supported by James William Wilby who stressed the savings in company finances procured by Whitehead's expertise.

Again, Major Philip Gatty Smith, whilst concurring with the remarks concerning Whitehead's value to the company, adopted the same view as that expressed earlier, that the proposed agreement should be subject to legal scrutiny before being signed. Outvoted, Smith again watched as the proposed agreement was signed and sealed and given immediate effect. (59) Frustrated in his hopes to effect a merger with the Tower Brewery, Tadcaster, which Smith regarded as the soundest option for the future viability of the company, and outmanoeuvred by Sides with regard to security of tenure and by implication, control of future company policy, Smith's legal mind was affronted beyond all tolerance when at a board meeting held at the brewery on the 25th October 1933, Sides with the assurance of support by his acolytes, proposed a series of financial measures to which Smith not only objected in principal but questioned Sides' right to execute under the company's Articles of Association.

Sides proposed to transfer £1,000 from the profit and loss account and the reduction of an unspecified amount, subject to future deliberation, from the sum carried forward in earlier, more profitable years. One must assume that Sides' intention was to promote the appearance of company well-being as a means of instilling public confidence in the company and thus promoting investment or a business merger on terms favourable to the company. Faced with the strenuous legal objection of Gatty Smith, Sides, when signing the minutes of the meeting, was compelled to add a footnote stating that the two financial proposals were exempt from approval.

The battle lines were drawn. At an informal meeting held at the brewery on the 13th November 1933 Sides as chairman, stated that questions had been raised regarding the office of managing director (which he held) which were being investigated. Until the matters under scrutiny were concluded, Sides suggested that only the necessary business of the board be undertaken. The proposal was agreed and it was decided that cheques be signed by P.G. Smith, J.W. Wilby and the company secretary. In addition to the five directors the meeting was attended by Mr Claude Jeffcock and the auditor, Mr J.B. Thomas, to whom questions were put afterwards, mostly by Mr Francis Scot Scott-Smith. (60)

The nature of the answers provided, or their inconclusiveness perhaps, resulted in a challenge by the Smith faction to the authority of the Sides bloc, with claim and counter claim and mutual libel charges prompting Chancery Court actions over a two year period during which the increasingly bitter power struggle ensured stasis in the short term, the enforced severance of all connection with the company by the disputant parties, the cessation of brewing at the Knottingley site and the subsidiary status and ultimate demise of the company in the long term.


NOTES:Chapter 10
1. WYW 1415-1. 17-11-1921
2. ibid 6-11-1922 & 1415-2 p7, ibid p20 & p33
3. ibid 4-2-1921
4. ibid 6-11-1922
5. WYW 1415-2 p10 & p20. The four licence applications concerned the South Kirkby Hotel, Airedale Hotel, Willow Park Hotel, Pontefract and the Gardeners Arms Inn, Pontefract.
6. ibid p4
7. ibid p24 & p40
8. ibid p53 & p5 & Pontefract & Castleford Express 9-4-1927 p4
9. WYW 1415-2 p61 & p76
10. ibid pp69-70
11. ibid p78 & p80
12. ibid p33
13. ibid p31
14. ibid p56, p31 & p34
15. ibid pp30-31
16. ibid p45
17. ibid p39 & p47
18. ibid. Insert pp59-60. Also, Auditors Report dated 9-11-1927
19. WYW 1415-2 p84
20. ibid p87
21. ibid pp34-35
22. ibid. Insert pp35-36. Supplemental Minute dated 25-3-1926 referring to board meeting held 8-2-1926
23. ibid Insert pp41-42 dated 29-4-1926 confirming payment of £500 @ £2 per share uncalled capital to T.J. Sides.
24. ibid p88
25. ibid p94. Even a nationally known company such as Whitbread Ltd. had considered amalgamation in 1928. I am indebted to Mr N.B. Redman, ex Company Archivist, Whitbread p.l.c. for this information.
26. WYW 1415-2. p98
27. ibid pp103-04
28. ibid p104 & pp107-08
29. ibid p106
30. ibid p 109
31. ibid p112
32. ibid pp113-14
33. ibid
34. ibid p115
35. ibid pp113-14. p127
36. ibid p116
37. ibid p119 & p127
38. ibid p119
39. ibid p124 & p126
40. ibid p120, p122, p124 & p126
41. ibid p119
42. ibid pp120-21 & p127
43. ibid p128 & 141
44. ibid p131 & p133
45. ibid p136
46. WYW 1415-1 24-3-1897 & 14-6-1897 for reference to 'feelers' by the Tower Brewery Co., Ltd., Tadcaster. No formal approach was made and the minute books of the the Tower Brewery Co., contain no reference to the subject.
47. WYW 1415-2. p136. For references to Mrs Jeffcock’s accumulation of shares c.f. WYW 1415-1 (n.p.) 3-12-1908 & 12-8-1909. For her role in the events of 1933-35 c.f. WYW 1415-2 insert pp140-41 & p136
48. ibid p137
49. ibid p138
50. WYW 1415-1. Insert containing reference to Green's appointment signed by all the Company directors on 30-3-1911 and endorsed by the Company chairman 30-5-1911. Also c.f. Pontefract Advertiser 22-12-23 re Green’s obituary.
51. 1415-2 pp7-8
52. ibid p15
53. ibid p36 & p63
54. ibid p82
55. ibid p36. At the time of his retirement Major Stephen A. Smith was the chairman of the Knottingley Brewery Co. Ltd. and received a honorarium of £300 for services rendered. Major Philip Gatty Smith joined the board at the same time as T.A.S. Whitehead in March 1928
56. ibid p125
57. ibid p104 & p151
58. ibid p182
59. ibid p140
60. ibid. Insert pp140-41 summarising the events of the informal meeting of 13-11-1933.