Mrs Skerritt

2021年3月1日
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Francatelli was born in London, of Italian extraction, in 1805, and was educated in France, where he studied the art of cookery. Coming to England, he was employed successively by various noblemen, subsequently becoming chief chef of the St James’s Club, popularly known as Crockford’s club. Marianne Skerrett was the Head Dresser and Wardrobe-Woman to Queen Victoria from 1837 to 1862. Marianne Skerrett was the daughter of a British Army officer who owned a plantation in Bermuda. Her uncle had been sub-treasurer to Queen Charlotte, Victoria’s paternal grandmother. Her great-grandfather William Popple had been a Governor of Bermuda.
*Mrs Skerritt
*Mrs Skerrett
*Was There Really A Mrs. Skerritt
Dear Parent & Guardian, I trust that all continues to be safe and well with your family. A few of you have indicated that you are unable to access your child’s Google Classroom (GC) or WhatsApp messages. Skerritt is a teacher at May V Carrigan Intermediate School. Skerritt get the tools they need by supporting their classroom. You’re on track to get doubled donations (and unlock a reward for the colleague who referred you). Keep up the great work!Summary
This was an unfair prejudice claim brought by a minority shareholder under section 994 of the Companies Act 2006. The principal complaint concerned non-payment of dividends.
The company had two classes of shares, ‘A’ and ‘B’ shares. The rights attached to the shares allowed for dividends to be paid on the ‘A’ shares in priority to the ‘B’ shares, but this depended upon the board of directors having adopted a “policy in relation to dividends”.
Over a period of many years the company paid substantial dividends on the ‘A’ shares, but no dividends at all on the ‘B’ shares.
The Court found that, in fact, the board had never adopted any dividend policy and that, as a consequence, the default position was that the ‘A’ and ‘B’ shares ranked pari passu in respect of dividends.
Accordingly, it was held that the rights attached to the ‘B’ shares in respect of dividends had been breached, and that the majority shareholders (who were the holders of the ‘A’ shares and the directors of the company) had thereby conducted the company’s affairs in a manner unfairly prejudicial to the interests of the holder of the ‘B’ shares.Key points
Where rights in respect of dividends depend upon the board of directors adopting a dividend policy, the Court will seek to ascertain whether any such policy has actually been adopted by the directors; it will not simply infer the existence and terms of a policy from the company’s practice in respect of dividends.
The case illustrates the basic principle that absent any applicable basis under a company’s constitution for treating shares differently, shares rank equally: Birch v Cropper (1889) 14 App Cas 525, per Lord MacNaughton at 543.
The primary basis upon which unfair prejudice was established was breach of the rights in respect of dividends attached to the ‘B’ shares; i.e. breach of the personal rights of the petitioner as a holder of ‘B’ shares. Such a breach readily supports a case of unfair prejudice, because it comprises a breach of the shareholder’s constitutional rights, i.e. is ‘unfair’, and is also prima facie prejudicial, because it directly gives rise to a financial loss in the amount of the dividends that should have been paid.
As such, the case may be contrasted with the position that more normally pertains in unfair prejudice cases featuring complaints about under-payment of dividends. Usually, the petitioner is not able to point to a breach of the express terms governing rights in respect of dividends, but must instead rely upon alleged breach of directors’ duties. In that context, it is necessary to show not only that the directors breached their duty by failing to give genuine consideration to the question of whether dividends should be paid (Re a Company (No. 00370 of 1987) ex p Glossop [1988] 1 WLR 1068), but also that the petitioner has been prejudiced by such failure. In principle, the latter requirement entails an examination of the counterfactual question of what, if any, dividends would have been paid if the directors had properly considered the question. Thus, for unfair prejudice purposes, the analysis based on breach of directors’ duties is potentially much more complex than in a case where it can be established that there has been a breach of the express rights attached to the shares.The Facts
Skerritt Consultants Limited is a financial services company based in Brighton. Its founder and controller is Mr Richard Skerritt. At the relevant time, Mr Skerritt and his former wife between them held 95% of the shares in the company, and were both directors. The case concerned their treatment of the holder of the remaining 5% of the shares in the company, Mr Michael Routledge, and, particularly, their failure ever to pay him a dividend.Mrs Skerritt
Mr Routledge agreed to become a shareholder in 2005. At that time, the established practice was that Mr Skerritt received a very small salary, and a much larger dividend; i.e. he was effectively remunerated by the company through the payment of dividends. Against that backdrop, Mr Skerritt claimed that Mr Routledge had understood and agreed that if he became a shareholder it would be on the basis that he would never be paid a dividend. That was denied by Mr Routledge, who, whilst accepting that there was a practice whereby Mr Skerritt would expect to receive preferential dividends, indicated that he did hope to receive dividends if and when the company became more profitable in the future.
In order to facilitate Mr Routledge’s acquisition of shares, whilst at the same time preserving Mr Skerritt’s ability to take most of his remuneration in the form of dividends, the company’s share capital was restructured. Specifically, the existing ordinary share capital was split into ‘A’ shares and ‘B’ shares, on terms that the ‘A’ shares had the right, “to receive dividends declared by the company before all other ordinary shareholders of the company and in accordance with the policy in relation to dividends as made and as amended by the company’s board of directors from time to time”. The ‘B’ shares, comprising 5% of the company’s share capital, were transferred to Mr Routledge.
In the years immediately following Mr Routledge’s acquisition of shares in the company, dividends were paid on the ‘A’ shares held by Mr and Mrs Skerritt, and no dividends were paid on Mr Routledge’s ‘B’ shares. Mr Routledge made no complaint about this; he considered that the amount received by Mr Skerritt did not exceed what would be a reasonable level of remuneration.
Mr Routledge left the company in 2012. He and Mr Skerritt engaged in some negotiations with a view to agreeing a price at which Mr Routledge’s shares could be bought, but no agreement was reached. Relations between the parties deteriorated and in 2014 Mr Routledge for the first time raised a concern about the level of dividends being paid to Mr Skerritt.
Despite the fact that the company was no very profitable, and that the amounts being paid to Mr Skerritt in dividends were increasing year on year, the position remained that no dividends were paid on the ‘B’ shares. From the beginning of 2014 until trial, dividends in the total sum of £11,018,522 were declared on the ‘A’ shares (of which over £6.8 million was paid to Mr Skerritt, £281,250 was paid to Mrs Skerritt and the balance was waived by Mrs Skerritt).The Judgment
The Judge, Amanda Tipples QC, found, as a matter of construction of the special resolution that created the ‘A’ and ‘B’ shares, that the ‘A’ shares’ preferential right to dividends could only operate if the board had adopted a board policy in respect of dividends. If no such policy had been adopted, then there was no basis for treated the ‘A’ shares any differently from the ‘B’ shares when it came to dividends. This was the “default position as a matter of law”, following Birch v Cropper (supra).
No such policy had actually been adopted. In practice, decisions in respect of dividends were taken simply on the basis of Mr Skerritt’s personal needs. Each year, a large end-of-year dividend would be paid to discharge the substantial debit balance that he had accumulated on his director’s loan account as a result of expenditure for his personal benefit over the year. There was never any genuine consideration of what amount would reflect a reasonable level of his remuneration for his services to the company; nor was any consideration given to the ‘B’ shares.
In the result, the ‘B’ shares carried the right to participate in dividends on a pari passu basis, and that right had been breached. Mr and Mrs Skerritt, as directors of the company, had also breached their duties, in that they had failed to adopt and adhere to a board policy on dividends, they had caused dividends to be paid in breach of the rights attached to the ‘B’ shares, and they had failed to act fairly between shareholders, and to exercise reasonable care, skill and diligence.
That said, it was found that Mr Routledge had acquiesced in the situation in which dividends were not paid on his shares, but only until February 2014. Accordingly, whilst such acquiescence might operate to limit the relief that could be obtained in respect of the non-payment of dividends, it was not a bar to the claim.
In the circumstances, the Court was satisfied that there had been unfairly prejudicial conduct for which Mr Routledge was entitled to relief.
Edward Davies QC – Counsel for the Petitioner
Portrait of Charles Elmé Francatelli. Joseph Brown (1809-1887). From: The Cook’s Guide. Wikimedia.
Despite his name and his French training, Charles Elmé Francatelli was English by nationality. He wrote several important cookbooks, and held in succession three of the most prestigious cooking positions in England at the time.Early years
Francatelli was born in London in 1805, but grew up in France. His parents were Nicholas and Sarah Francatelli. In Paris, he learnt cooking, getting a diploma from the Parisian College of Cooking, and working under people such as Carême.
Upon his return to England, he worked for various places such as Rossie Priory and Chesterfield House as “chef de cuisine” for the Earl of Chesterfield, and at Chislehurst in Kent for Sir Herbert Jenner-Fust.First stint at the famous Crockford’s Club
By 4 February 1839, he was working as chef at Crockford’s Club in London, a gambling gentleman’s gambling club, taking over from its previous chef Louis Eustache Ude, who had just quit in a salary dispute at the start of February (Disraeli didn’t think much of Francatelli’s chances at following in Ude’s footsteps, but time was to prove him wrong.)Queen Victoria
While at Crockford’s, he made the acquaintance of William George Hay, the 18th Earl of Errol. In November of 1939, Hay became the Lord Steward of the Queen’s Household.
On the 8th of March 1840, the chief cook at Buckingham Palace left his position. On Hay’s recommendation, Francatelli took his place the very next day. He was in this position from 9 March 1840 to 31 March 1842 as maître d’hôtel and “chief cook in ordinary.”.
Francatelli reputedly exhibited a chef’s temperament in the kitchens, which caused him to quarrel with the Chief Comptroller of the Household, a Mr Norton, and be suspended from his position. (Hay was not around to defend him, as he had left his Chief Steward position earlier on 30 August 1841.) He did return to work, but a three month notice was given (either by him or the Palace). He subsequently finished his work there on 31st March 1842.
“[Francatelli’s] treatise on gastronomy, published by Bentley, was alone sufficient to place him in the front rank of the scientific professors of the art. He was many years chef at Chesterfield House, when its dinners were the admiration of the gastronomic world of London. We subsequently trace him by his reputation to Rossie Priory (Lord Kinnaird’s), and to the Melton Club, or Reunion, of which Lord Kinnaird, Sir W. M. Stanley, Mr. Rowland Errington, Mr. Lyne Stephens, and the late Count Matuzavicz were the members. He succeeded Ude as maitre d’hôtel at Crockford’s, and was afterwards, through the discriminating patronage of the late Earl of Erroll, promoted to the honourable and enviable post of maitre d’hôtel and chief cook to the Queen. It is generally understood that his skill, zeal, and judicious economy obtained the full approval of Her Majesty and her Royal Consort; but what can such exalted personages know of the intrigues of the basement story of a palace? Or how can they be fairly made responsible for the heart-breaking humiliation and injustice that may be perpetrated by their authority? At the end of two years Francatelli was displaced, or reluctantly resigned, the victim (he doubtless believes) of some pantry, scullery, still-room, or steward’s-room cabal, and the Coventry Club was fortunate enough to possess him for a period. At present, if we are not misinformed, he is in the full enjoyment of the otium cum dignitate, and of a handsome competence to boot -— a circumstance at which we should rejoice more cordially did it not militate very seriously against the gratification of our palates.” Return to Crockford’s
He then returned to Crockford’s.
In 1845, while working at Crockford’s, he published his book “The Modern Cook” in England, and in America in the following year, 1846. The book sold well on both sides of the Atlantic. In it, he advocated two courses for meals — a savoury followed by dessert, which is how most everyday eating is done now.
He worked at Crockford’s until 1 January 1846, when the Club went out of business.Coventry House Club
In June 1846, he began working as managing steward at the Coventry House Club. He was there from the day it opened, 1 June 1846, till the day it closed on 25 March 1854.
In 1852, he got the food company Brown and Polson to be a sponsor of his book, “A Plain Cookery-Book for the Working Classes.” In return, he gave Brown and Polson space for a large advertisement at the back of the book, and mentioned their products by name in several of his recipes.Moves to the Reform Club
In late June or early July 1854, Francatelli became chef at the Reform Club, where Alexis Benoit Soyer had worked until 1850. Francatelli worked there for seven years.
“Signor Francatelli . . . remained in the service of the Reform Club until 1861 or 1862, during which time he gave great satisfaction to the members. Unfortunately for the Club, he was dismissed by the Committee on a point of temper and not of efficiency, and because he attempted to act as the master and not as the servant of his employers.”Final years
By October 1870 Francatelli was manager of the Freemasons’ Tavern in London. He working there until June 1876, then retired.
He died on 10 August 1876 at Eastbourne, England. The Times ran an obituary for him on 19 August 1876 titled “An Illustrious Chef” (page 4 of that day’s paper.)Books
*1845. The Modern Cook . A Practical Guide to the Culinary Art in All Its Branches. London: Richard Bentley. (Contained 1462 recipes. Online at archive.org, link valid as of August 2019) Note: an 1846 Philadelphia edition often cited, published by Lea and Blanchard, is the first American edition. .
*1852. A Plain Cookery-Book for the Working Classes (Contained over 240 recipes. Online at gutenberg.org, link valid as of August 2019)
*1861. Cook’s Guide and Housekeeper’s Butler’s Assistant. London: Richard Bentley and Son.
*1862. The Royal English and Foreign Confectioner . London: Chapman and Hall. (Online at archive.org, link valid as of August 2019)
The Modern Cook. Second English Edition. 1846. University of Leeds Library / wikimedia / 1846 / Public DomainHistory Notes
(1) A younger relative (cousin?) Laura Mabel Francatelli (c. 1880 or 1881 – 2 June 1967), survived the Titanic. She was travelling as secretary to Lady (Lucy) Duff-Gordon, a fashion designer at the time, who also used a sister of Laura, Phyllis Francatelli, as a model. She is sometimes identified as his daughter but this appears to be mistaken.[ref/Colin Smythe. Charles Elmé Francatelli, Crockford’s, and the Royal Connection. [/ref]
(2) Liebig’s Extract of Meat company carried a posthumous endorsement from him in an 1889 brochure the company put out, quoting him as saying “The very soul of cookery is the stockpot and the finest stockpot is LIEBIG COMPANY’S EXTRACT of MEAT”.
The brochure attributed the quote to “Francatelli, Chef de cuisine of the late Emperor of the French”.
It’s not certain which “Emperor” they are referring to: Napoleon the first who resigned in 1815 when Francatelli was 10 years old; Napoleon II who reigned as an infant for a few months in total during 1814 and 1815, or Napoleon III (crowned in 1852; deposed in 1870.)
After Napoleon III was deposed, he and his wife Eugenie lived in England. He died at Chislehurst on 9 January 1873. It may have been while at Chiselhurst that Francatelli cooked for him, or perhaps, during Napoleon’s much earlier stay in England between 1838 and 1839 at the Royal Leamington Spa in London, he happened to dine at Crawford’s where Francatelli worked at the time. In either event, to have said that Francatelli was “chef de cuisine” for Napoleon would have been advertising hyperbole at its best.Literature & Lore
“Over the mantelpiece was … a large framed photograph of Francatelli, that immortal chef whose memory is kept green in so many kitchens, and whose recipes are still followed as are followed the footprints of the great ones in the Everlasting Sands of Time.” — from Hichens, Robert Smythe (English author. 14 November 1864 — 20 July 1950). The Prophet of Berkeley Square. Chapter 9. 1901.
“The palate is as capable and almost as worthy of cultivation as the eye and ear.” — Francatelli.
“I wish you were as gourmand as I am; I wish you could have had some of the delicious white soup I made, or rather caused to be made for the club last week. I shall not tell you anything about it, I’m sure I should not make your mouth water if I did. I believe you could read Francatelli right through from beginning to end without being moved in the smallest degree.” — Miss Eliza Mary Ann Savage (1836 – February 1885) in a letter to Samuel Butler (1835 – 1902). January 1877.
“What a failure that special grand dinner was! How those dreadful occasional waiters did break the old china! What a dismal hash poor Mary, the cook, made of the French dish which she WOULD try out of Francatelli!” — William Makepeace Thackeray (English author, 1811 — 1863). Roundabout Papers. Published 1860 to 1863.Videos
In Season 2, Episode 4 of Lords and Ladles (filmed at Hilton Park, broadcast October 2016), chef Paul Flynn receives an order of cockscombs and turkey testicles for an 1880 Charles Elme Francatelli recipe.Further ReadingMrs Skerrett
Smythe, Colin. Charles Elmé Francatelli, Crockford’s, and the Royal Connectio

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