The 'creative accountancy' proposed by Sides in 1933 to the consternation and dismay of Philip Gatty Smith, was a fairly common feature among brewery companies at that time. Individual and even idiosyncratic systems of accountancy allowed for the arbitrary allocation of money between company accounts to enable some aspects of trade to be bolstered and others depreciated. (1) Therefore, no motive of impropriety must be ascribed to Sides whose aim was to present the company accounts in a way which would inspire confidence on the part of the shareholders and the general public.

As a result, with £11,002 'brought in' the company was able to announce a small profit of £3,205 net for the year ending 30th September 1933, although for the second successive year no dividend was paid. (2)

In the context of the previous arbitrary conduct of the triumvirate of Sides, Whitehead and Wilby, however, the action of Sides was unacceptable to Philip Gatty Smith who, as a solicitor, not only found Sides' suggestion unpalatable but also questioned the legal right of the managing director and company chairman to take such action in the apparent contravention of the company's Articles of Association.

P.G.Smith found a ready ally in Francis Scot Scott-Smith, a retired steel manufacturer who aspired to join the brewery board. In February 1933 as a result of Scott-Smith's effort on behalf of the company to realise money through the sale of an antique fireplace, Sides had drawn up a memorandum stating that: -

"The Directors unanimously invited Mr F.S. Scott-Smith (sic) of Banks Hall, Barnsley, to act and collaborate with them and give their assurance that at the next general meeting they would support and endeavour to secure his election to the Directorate." (3)

By December 1933 the Smiths' appear to have taken a decision to unseat Sides and his two allies. In order to do so they invoked Article 88 of the company's Articles of Association which disqualified any director who without authority or sanction of the company obtained profit or participated in any contract or work undertaken for the company. All three members of the Sides bloc were targeted with Sides being the bullseye.

As recounted in the previous chapter, in February 1926 Sides had undertaken the personal purchase of two inns and a small brewery at Monk Fryston, which he subsequently transferred to company ownership. Sides purchased the properties for £3,850 and as they were valued at £7,200 the company chairman, H.W.D. Fielding, suggested that Sides receive the sum of £500 as remuneration for providing such an exceptionally beneficial bargain. Sides' payment was in the form of company shares. Initially it was agreed, nem con, that he should receive 50 fully paid up £10 ordinary shares. (4) It being subsequently found, however, that the whole issue of ordinary shares was fully allocated it was mutually agreed that payment should be made by converting Sides' own holding of 250 x £2 shares into fully paid-up ones, thereby, under Company rules, qualifying Sides for full dividend payment from the commencement of 1926 (5) Sanctioned without any question or objection seven years earlier, it was that transaction which was cited by the Smith faction as the basis for Sides' disqualification from office on the grounds of personal profit.

Against Wilby it was contended that as a director of Wilby, Harries & Co., Ltd., coal dealers, who had for many years supplied the Brewery with fuel, he too had profited contrary to Company rules. Likewise, Whitehead, who as Company secretary had obtained personal commission from various insurance companies.

The Smiths' convened a general meeting of shareholders at Cutlers' Hall, Sheffield, on Tuesday 12th December 1933. Ironically, Sides presided over the meeting, called under Article 115 of the Companies Act, without prejudice with regard to the meeting's validity or the fact that it was to be used as an instrument to attack himself and his associate directors.

The assembled shareholders, already disenchanted by the slump in company profits and lack of dividends for a second consecutive year, had already lost confidence in Sides (a far cry from the heady days of 1920 when he was unanimously acclaimed by the shareholders present at the A.G.M.). Consequently, the case against Sides and his cohorts was readily accepted. By a show of hands S.G.Smith was confirmed as a director and F.S. Scott-Smith and Mr Baldwin Young elected to the board, thereby fulfilling the aim of the Smiths' to increase the number of directors to counterbalance the Sides' faction.

The response of Sides, Wilby and Whitehead was to take out an immediate injunction in Chancery Court restraining the implementation of the resolutions passed on the 12th instant.

At the hearing before Mr Justice Bennett on the 15th of December the whole issue was raised. Countering demands for disqualification it was stated that Sides had profited with the approval of the whole board of directors and that no objection had been raised for seven years. Wilby for his part avowed he had received no remuneration either as salary or dividends from the coal company for many years. Further each of the plaintiffs had retired by rote and been re-elected as directors by the Company shareholders, thus validating their office. While it was conceded that in the case of Whitehead a clear breach of company rules was evident, thus resulting in immediate disqualification, it was contended that Philip Gatty Smith as a member of the firm of solicitors serving the brewery company had thereby profited and was automatically disqualified.

Technically, two directors remained, and the question therefore was whether they alone had the power to fill the vacancies caused by the disqualification of Whitehead and P.G. Smith. The defendants contended that even if the meeting of the 12th December was invalid the Court could not interfere and by injunction restrain the shareholders from giving effect to the resolutions which had been passed so emphatically to show that they did not have the confidence in Sides which he had in himself. Furthermore, the directors only had only power to fill casual vacancies but the shareholders' power to appoint directors and also to increase their number, therefore, there was nothing irregular or invalid in what was done at the extra general meeting on Tuesday 12th December.

Justice Bennett found for the defendants on the ground that there could be no challenge to the shareholders' action for even if it was conceded that Section 115 of the Companies Act did not cover the disputed meeting it was only a matter of time before a regularly constituted meeting passed the resolutions complained of. Judgement could not be given to the plaintiffs who clearly did not represent the majority of the company shareholders and therefore the motion was lost, and costs were awarded against Sides et al. It is somewhat ironic that the solicitors representing each party, Carter, Bentley & Gundill for the plaintiffs and Smith, Smith & Fielding for the defendants, were also in the service of the brewery company. (6)

The following day (Saturday) Sides wired the Smiths asking them to attend a board meeting the following week. Gatty Smith indicated his willingness but F.S . Scott- Smith telegraphed: -

"Impossible to hold Board Meeting until position is clear."

Upon receipt Sides sent a letter stating that a meeting was imperative and would be held at the Brewery at 11.00 a.m., Tuesday 19th December. To this Scott-Smith replied confirming his telegram and requesting a postponement but in the event did attend on the appointed day.

Sides informed the board that following legal advice based on full awareness of preceding events he had been advised to carry on business as normal. After confirmation of the minutes of the previous meeting (with the exception of the two clauses proposing the transfer of finances) F.S. Scott-Smith suggested that the proposal by Sides, seconded by Whitehead in February 1933, be invoked to enable him to join the board. Sides and Whitehead also proposed the re-election of Philip Gatty Smith and J.W. Wilby. Sides and Wilby then proposed the re-election of Whitehead, thus in effect reconstituting the former board plus Scott-Smith.

Letters to the Company's solicitors, dated 19th December 1933 from Sides and Whitehead were next read stating that as several shareholders had objected to a ten year period of tenure stipulated in their recent working agreements, they would be happy to engage for a five-year period (originally sought by Sides). Also, if any or all items were considered improper or undesirable the parties would be willing to accept revision by the board or by an independent umpire. Both letters were accepted by a majority, Sides not voting, and this being recorded in the minutes of the meeting. (7)

A second A.G.M. was called at the Turk's Head Inn, Pontefract, on the 28th of December 1933 at 2.30 p.m. In the context of trade, the signs were encouraging for it was announced that cumulative profit in the first two months of the financial year commencing 1st October 1933, was £968-9-10 (8) and that Sides had forfeited commission from the bottling agency for the first two years ended 30th September 1933. (9) Sides had a commendable record of declining to take this commission. It was reported in 1931 that he had forfeited his dues, amounting to several hundred pounds during the three previous years. That Sides could well afford to make the sacrifice there is no doubt, his motive in so doing is less evident. Always one with an eye for the main chance, Sides may have forgone the profit for personal kudos, either to appear to be setting an example of self-sacrifice in stringent times or in the awareness that such forfeiture would help minimise falling profits and criticism of his stewardship of the company. As a hard-headed businessman all actions undertaken by Sides were carefully considered and altruism an ancillary of self-interest.

At the meeting which took place on the 19th of December a suggestion had been made that an extraordinary general meeting should be called for the purpose of determining the future number of directors, with no less than two and no more than seven being proposed. It was determined that William Henry Claude Jeffcock of 8, Park Parade, Harrogate, be appointed as an additional director with effect from the 18th instant and that the proposed meeting be convened on the 28th December to pass the resolution without amendment. (10)

The proposal to elect Jeffcock to the board does not, however, appear to have come to fruition for there is no record of his name at subsequent board meetings. Likewise, the name of Mr Baldwin Young, elected to the board at the disputed meeting of 12th December 1933, does not feature in connection with company business except in error at the crucial take-over meeting in June 1935.

The volume of business created by the hiatus arising from the recent acrimony and despatched by mutual agreement at the meeting of 19th December presents prima facie evidence of the reconciliation of the disputant directors. Viewed against the background of continued litigation involving charge and counter charge of libellous utterance, it is obvious that the transaction of business at the said meeting must have been pre-determined by an informal preliminary discussion in which mutual self-interest resulted in an uneasy truce. There is evidence of underlying tension at subsequent board meetings. At a meeting on the 1st of February 1934 when Sides in his capacity as chairman of the board referred to an earlier unanimous agreement to sell unissued debenture shares at 84% and 86% the point was challenged by Scott-Smith and it was only when the recorded minutes were produced that Scott-Smith reluctantly accepted Sides' interpretation of the subject. (11) Even then the two Smiths questioned the necessity to sell debenture stock, asserting that all necessary capital could be obtained by the sale of surplus properties and enforcing a halt in the sale of the shares. (12)

Again, when an interim dividend of 6% was proposed on preference shares for the half year 31st March 1934, Scott-Smith, with the support of his namesake, questioned if the directors were in order passing the resolution and following discussion in which it was agreed sufficient profit had been made to meet the cost of the declared dividend, nevertheless, requested that their dissent be recorded in the minutes stating that in the event of being advised of the legality of the resolution they would write within 14 days and withdraw their objection. The resolution was therefore carried by a majority comprising the Sides' faction. (13) Similarly, at the following board meeting when a balance sheet showing half yearly figures of profit and loss, prepared by the Company accountant, was presented for approval, the matter was left in abeyance on the insistence of the Smiths' who insisted on a thorough examination of the figures. (14) Meantime, in response to various lines of enquiry by shareholders and interested parties a mutually agreed statement was issued on behalf of the company by agents in London stating that an improvement in trade had occurred within the area of business activity with a consequent increase in company business. It was not, however, possible to issue a dividend on preference shares due to doubt concerning the power of the board to declare a dividend whilst the issues involved in the pending legal case remained undecided. (15)

It is evident that on the part of the Smiths there was deep mistrust of Sides conduct of company affairs, particularly with regard to the financial aspects of the business. The continuation of the law suites indicates the degree of bitterness on the part of the two factions and despite the facade of mutual agreement to facilitate the transaction of business there is clear evidence that the underlying tension was having an adverse effect on business interests. An example is seen in the letter sent to the company by Ramsdens of Halifax early in 1934 deferring purchase of the Great Northern Hotel, Morley, until the legal dispute was settled. By November it was agreed that the directors had a legal right to sign the contract of sale. The delay proved to be fatal for in January 1935 Ramsdens informed the company that it was no longer prepared to purchase the property. (16)

The legal impasse prevented Sides' proposed share issue in order to raise capital for company use, as shown above. The consequence is seen in April 1935 when Jackson, Stops & Staff requested a figure on ordinary and preference shares which they could recommend to investors and were informed that the board were not prepared to enter into discussion of the subject. (17) The following month Stones & Marks of London communicated with the Company regarding the sale of unissued debenture stock and again no action was taken because of the uncertainty of the situation. (18)

Pressure from the company's bankers was also an aspect requiring attention. On the 14th of June the board considered letters from Mr Middleton, manager of the Sheffield branch of the Midland Bank Ltd., seeking an immediate reduction in the overdraft of the company. The directors adopted a defiant attitude. Regretting that it was thought necessary to issue such a demand, the board informed Middleton that owing to impending action in the Chancery Court, London, it was impossible to take any action but assuring him that once a decision was forthcoming the company would take steps to reduce its indebtedness to £20,000. A resolution was passed to the effect that should the response to the bank be adjudged unsatisfactory the company would transfer its business to Messrs Barclay & Co., Pontefract. The resolution was ultimately rescinded in August though whether due to the co-operation of the Midland Bank or realisation of the impracticality of transferring accounts at a time of legal uncertainty and trade depression is not recorded. (19)

A discussion by the board concerning proposed dividend payments for the year ending 30th September 1934 was held in July but a decision was deferred pending a report from the auditors. A subsequent letter from Camm, Metcalf & Co., dated 27th September revealed an annual profit of £5,000, sufficient for a dividend to be paid and consequently interest on debentures of 4% less tax and 6% less tax on preference shares was declared. (20)

The upsurge in trade and accompanying profit made the company more attractive to predatory business rivals, providing it with a potential lifeline. In October 1934 it was revealed that the Tower Brewery Co., Tadcaster, had circularised each of the Knottingley Brewery Company's directors and it was agreed that Sides and Gatty Smith should meet representatives of the Tower Brewery Co. (21) At a board meeting held in the offices of the Knottingley company's auditors at Fargate, Sheffield, on the 29th November 1934 it was unanimously agreed to accept the Tower Brewery Co's offer of £54,000 for 9,000 of Carter’s ordinary shares as set out in a letter of 7th November subject to subsequent agreement on two undisclosed points, one, however, being that the Tadcaster firm would pay the costs of the litigation in connection with the Chancery and libel actions. (22) Whether the demands of the Knottingley brewery resulted in abandonment of the plan or merely caused a reflective pause in negotiations is uncertain. During the hiatus, however, Bentley's Yorkshire Brewery Co., Ltd., based at Woodlesford near Leeds, made a takeover bid for the Knottingley Brewery Co.

B.Y.B. had surreptitiously been acquiring Knottingley Brewery shares since April 1934. (23) On the 8th of January 1935 a meeting of the B.Y.B. board was convened to consider negotiations which were currently taking place between the Knottingley and Tadcaster companies. It was revealed Mr William Cooper who was also a director of the firm of F.W. Bentley & Co., which had over many years acted as agents for the sale of Knottingley Brewery stock, that the firm had recently entered into negotiations on its own behalf with some of the directors of the Knottingley Brewery.

It was further stated that the Tower Brewery Co., had agreed to pay £6 per share for the £10 ordinary shares (with £8 paid) providing 90% of the Knottingley brewery's ordinary share issue could be secured. In addition, compensation of £9,000 was to be paid the managing director, fellow directors and others associated with the Knottingley firm.

Knottingley Brewery Co.'s total of 68 licensed public houses, all within a few miles of Woodlesford Brewery and the annual barrelage of 6,500 - 7,000 made the Knottingley Company a tempting target for B.Y.B. (24) It was reported by F.W. Bentley that a number of other breweries were anxious to obtain control of the Knottingley Brewery Company and in consequence it would have no difficulty finding a local brewery company willing to offer better terms than those of the Tadcaster Tower Co. Indeed, following a series of interviews with the Knottingley directors, F.W. Bentley & Co., had made an offer for the purchase of the shares of the Knottingley Brewery Company on the following terms: -

1. £6-10-0 per share for the £10 ordinary shares (£8 paid)
2. £7-10-0 per share for the £10 6% non-cumulative fully paid-up preference shares
3. Consent by the Knottingley Brewery Co., debenture stockholders that the brewery would be closed down
4. the present board of directors to resign
5. agreements with the managing director and other officials of the Knottingley Brewery Company Ltd., be cancelled without payment of compensation by Knottingley Brewery Company Ltd., but that F.W. Bentley or their nominees would pay £9,000 by way of such compensation

The offer was made subject to the ongoing legal actions between the directors of the Knottingley Brewery Co. and others being discontinued without any liability to F.W. Bentley & Co. (25)

Cooper, representing F.W. Bentley & Co., said his firm considered that B.Y.B. ought to be given a prior opportunity to acquire control of the Knottingley Brewery Co., before any other local breweries were approached, if the Knottingley Company accepted the offer of F.W. Bentley & Co. Any company accepting the approach of Bentley & Co., would be required to pay £3,000 to cover out of pocket expenses and monetary obligations to third party interests.

For B.Y.B. Mr W. Jackson stated that he had inspected the exteriors of the Knottingley Brewery Company's licensed houses and he regarded them as satisfactory as far as he could judge by appearances. (26) The location of the said houses, within or close to those of the B.Y.B holdings would minimise cartage costs and it was considered that the acquisition of the Knottingley company's public houses by the Tadcaster Tower Co. might prove to be disadvantageous to B.Y.B. and similarly so if the houses were to fall into the hands of the Leeds & Wakefield Breweries or any other local group. (27)

Having fully discussed the terms of F.W. Bentley's offer the B.Y.B. board unanimously resolved: -

"That in the opinion of the Directors it will be in the interests of our Company to secure a controlling interest in Carters' Knottingley Brewery Co., on terms which Messrs F.W. Bentley & Co., had offered to the Directors of that Company [Knottingley Brewery Co., Ltd.,] and that if those Directors are prepared to submit such offer to their shareholders Messrs F.W. Bentley & Co., shall be at liberty to inform the Knottingley Brewery Company Directors that the offer will be taken over and carried out by our Company."

An additional resolution was passed agreeing to the payment of £3,000 to F.W. Bentley & Co., in the event of B.Y.B. securing control of the Knottingley Brewery Co. (28)

The role of F.W. Bentley & Co. in preparing the ground with such thoroughness and bringing the situation to the attention of B.Y.B. poses several incidental questions, particularly in the light of the statement that F.W. Bentley had : -

"...recently entered into negotiations on its own behalf with some of the directors of the Knottingley Brewery Co."

Why only some? Who made the initial approach? Why would F.W. Bentley & Co. abandon their customary role as a 'middleman' agency and pursue an active role in acquiring control of the Knottingley company? The whole issue smacks of a well engineered conspiracy; a 'palace coup' which given the premise begs the question concerning the identity of the chief 'conspirator' and his likely motive.

Of the five directors of the Knottingley Brewery Co. the obvious candidate is Sides. Sides was the only director with wide working experience in running a company, plus the wiliness gained from a lifetime in politics with its cabals and backstage deals. The number of informal business deals undertaken on behalf of the Brewery stretching back to the time prior to his direct association with the company bespeak his talent for intrigue and planning so that to prepare and launch a subversive plan was clearly within his compass. The years of continuous business association with the firm of F.W. Bentley & Co. and the awareness that in William Cooper there was a direct link with B.Y.B., allied to the knowledge that the latter company was casting a predatory eye on his own company provided a route through which to drive his projected scheme. The recent provision for the extension of the directorate at Knottingley impelled action while Sides still commanded a majority on the board who would favour his plan above any rival move. Recent events had shown that Philip Gatty Smith and by extension his namesake, F.S. Scott-Smith, was enthusiastic in bringing about a deal with the Tadcaster Tower Brewery Co. with talks on the subject currently ongoing and suggesting a positive outcome. Sides would gain little more than token, if any, benefit from such a deal. Apart from the intellectual and emotional satisfaction gained from out manoeuvring the Smiths the scheme proposed to B.Y.B. through the medium of F.W. Bentley & Co. (or in the event of its rejection by B.Y.B., some other brewery company) may have had (and knowing the nature of the man, most probably did) have a degree of enlightened self interest in the form of a tacit agreement concerning Sides' re-engagement at a future date. The fact is not as implausible as may first appear for as will be seen, as events unfurled the hope became a reality. Naturally, there is no evidence, formal or informal, to support the 'conspiracy' theory and historians are left with conjecture based solely on circumstantial evidence. All this writer will contend is that having studied Sides such a theory is not contrary to his nature and ability.

On the 31st of January 1935 William Cooper as the B.Y.B. nominee purchased a further 220 Knottingley Brewery Co. ordinary shares bringing the B.Y.B. holding to 302 and suggesting that the Leeds company were prepared to mount a campaign to acquire the Knottingley company by share acquisition if the proposed friendly takeover was thwarted. (29)

Meanwhile, correspondence with Wake, Smith and Fielding relative to the subject was undertaken by Day & Yewdall, the B.Y.B. solicitors, regarding the position vis a vis the Tadcaster Tower Brewery Co. and the Knottingley Brewery Co., a position which was described as being "far from clear". It was believed that a formal offer on behalf of B.Y.B. by F.W. Bentley & Co. had resulted in 4,658 acceptances by Knottingley Brewery Co. shareholders, 4909 ordinary shares and 1549 preference shares. The Tadcaster Tower Brewery offer, being conditionally accepted by the Knottingley Brewery directors and some shareholders before the launch of the B.Y.B. bid, totalled 2,478 shares which it was considered would be switched to B.Y.B. upon release from acceptance by the Tadcaster Tower Brewery Co., thus making a total of 8,936 shares available to B.Y.B. following the Tower Brewery's withdrawal from the contest. (30)

Quite apart from the conditional acceptances, T.J. Sides as a trustee of the Company, controlled 1,200 – 1,300 shares which were not constrained by provisional acceptance of the Tower Company's offer.

The strategy of the Tadcaster based company was not evident. A circular letter sent to the Knottingley Brewery shareholders was also supplied to the Tower company which initially made no response and when pressed by F.W. Bentley & Co. merely formally acknowledged receipt of the same. As the shares of Sides and Baldwin Young were dependent upon the Tower company obtaining a majority holding; an aim thwarted by the response to the B.Y.B. offer, the way was left clear for the board of the Knottingley Brewery Co. to withdraw their acceptance of the Tower Brewery Company's offer. The directors of the Knottingley Brewery therefore informed the board of the Tadcaster Tower Brewery Co. that with regard to intervening circumstances which could not have been foreseen at the time of their conditional acceptance of the bid by the Tower Company, and in consequence of the failure of the Tower Company to obtain a majority of the shares of the Knottingley Brewery Co., the conditional agreement between the directors of the two companies could no longer be considered binding. The response of the Tower brewery company was that it had been “very badly treated by the concern with whom we are dealing.” (31)

Consequent upon the shift to them the B.Y.B. directors informed Wake, Smith & Fielding that they had decided to waive the 60% acceptance set initially as a condition of their takeover bid and to complete the purchase of 4,909 ordinary shares and 1,549 preference shares held by Knottingley Brewery Co. shareholders favourable to their bid. (32).

Theoretically, the way was now clear for the takeover by B.Y.B. Further delay occurred, however, when it was reported that differences had arisen amongst Carters' directors concerning the terms upon which their legal issues should be ended. A round of correspondence and discussions between the various parties yielding no progress, the B.Y.B. directors forced a settlement upon them. A letter to the litigants’ solicitors from the B.Y.B. directors warned that if the legal actions were to proceed B.Y.B. would claim damages for loss sustained by delay from having to await the outcome of the actions before it could complete the purchase of Knottingley Brewery. (33)

The strongly worded letter resulted in the discontinuance of the legal actions and in May 1935 William Cooper reported to the B.Y.B. board that the Knottingley company were taking steps to finalise outstanding administrative matters and facilitate the transfer of the shareholding to B.Y.B. (34)

The cessation of legal proceedings precipitated the transfer of further Company shares, an initial trickle widening into a flood and illustrating the constraint imposed on business by the protracted legal dispute (35) and on the 3rd of June 1935 Sides chaired a meeting at Knottingley Brewery to finalise the take over details. Those present were: -

The full board of directors of the Knottingley Brewery Company Ltd
T.J. Sides
Philip Gatty Smith
Francis Scot Scott-Smith
Thomas Alfred Sides Whitehead
William James Wilby

Representative directors of the board of Bentleys' Yorkshire Brewery Co., Ltd
Sir William A. Foster Todd
William Cooper
Walter Jackson

Debenture Trustees, Knottingley Brewery Co., Ltd
Colonel W. MacKenzie Smith
William Bentley

Messrs Day & Yewdall. Legal representative Bentleys Yorkshire Brewery Co., Ltd
Mr Parrish - solicitor

It was reported that at that date 5,572 ordinary and 1,352 preference shares had been transferred to B.Y.B. and that under terms of a settlement dated 14th May 1935 three libel actions and a Chancery Court action and counter claim had been discontinued and undertakings were to be given to B.Y.B. Ltd. at the conclusion of the meeting that formalities to end the process of litigation would be taken in due course.

Following settlement of the financial aspects of the takeover such as payment of directors' fees, pre-arranged payments to Debenture Trustees and assenting shareholders, Sides proposed that to give effect to paragraph 1 of the B.Y.B. conditions of takeover: -

" Carters' Knottingley Brewery Co., shall henceforth cease to carry on brewing beer at Knottingley Brewery in order that it be closed down and Carters' Knottingley Brewery shall enter into an agreement with B.Y.B for the supply of all beer required by Carters' Knottingley Brewery."

Thus, at an utterance, 135 years of brewing by the Knottingley Brewery (92 years as a family business and 43 as a public company) was consigned to history.

The proposal led to the formal exchange of power with Sides and Whitehead submitting their written resignations. The Smiths proposed and seconded acceptance of the same with the normal one month's notice being waived in accordance with Article 84 of the Company Articles of Association.

Sir Alexander Foster Todd was then appointed as a director to replace Sides and Whitehead was replaced by William Cooper. Foster Todd then took the chair, and the two former directors withdrew from the meeting following which the written resignations of Wilby and P.G. Smith were tendered which upon being accepted resulted in their replacement by Benjamin Day and Walter Jackson. The replacement of Wilby and P.G. Smith was then followed by submission of the written resignation of F.S. Scott-Smith. (36)

The proceedings marked the end of the second phase in the historical development of Carters' Knottingley Brewery Co. and the commencement of the final phase in which retaining its traditional name, it functioned in a subsidiary capacity as a commercial element of Bentleys Yorkshire Breweries Ltd., for almost a further 40 years.

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NOTES: Chapter 11
1. Gourvish & Wilson, op cit, p343
2. Pontefract & Castleford Express 5-1-1934 p1
3. WYW 1415-2. p124 & ibid p126 for details of F.S. Scott-Smith's involvement in the sale of the antique fireplace.
4. ibid p36, Supplemental Minutes re board meeting held at H.W.D Fielding's home, 'Newroyde', Riverdale Road, Sheffield, 8-2-1926
5. ibid p41, Minutes of board meeting held at the offices of Smith, Smith & Fielding, Meeting House Lane, Sheffield 29-4-1926
6. Yorkshire Post 16-12-1933 & Yorkshire Evening Post 15-12-1933. Also Pontefract Advertiser 21-12-1933 p8 & Pontefract & Castleford Express 22-12-1933 p3
7. WYW 1415-2 pp146-48
8. ibid p149
9. ibid p153
10. ibid pp151-2
11. ibid p157. Although not a board member Scott-Smith was present at both the stated meetings which were held on 14-2-1933 & 12-4-1933 respectively.
12. ibid p157
13. ibid p160
14. ibid p161
15. ibid pp161-62. Insert dated 31-3-1934 on Brewery Co. letterhead.
16. ibid p159, p170 & p172
17. ibid p161
18. ibid p163
19. ibid p165
20. ibid p167 & p169
21. ibid p169
22. ibid p171. Also c.f. Swales W ‘History of the Tadcaster Tower Brewery,’ p45: I am indebted to David Parry for drawing my attention to this source.
23. Bentleys' Yorkshire Breweries Minute Book 1929-1936, p252 &265 WYL2045/288-5
24. ibid p306
25. ibid p308
26. ibid
27. ibid p309
28. ibid. William Cooper, being a member of F.W. Bentley & Co. and a director of B.Y.B. did not take part in the discussions or vote on the resolutions.
29. ibid p313
30. ibid pp316-17
31. Swales, op cit, p46 quoting Tadcaster Tower Brewery Co. minutes.
32. ibid p319. WYL2045/288-5
33. ibid p331
34. ibid p337. A Balance Sheet for 1934 was sent out to shareholders and A.G.M.s in respect of 1933 & 1934 arranged to be held at Knottingley Brewery on Tuesday 4th June 1935. Knottingley Brewery Co. also sent out share certificates those who had accepted the B.Y.B. offer in order to facilitate the transfer of shares.
35. ibid p342 & p349
36. 1415-2. p181.

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