Building boats more than a brief respite for Padovano Mar 03, 2021 By Gary Blankenship Senior Editor News in Photos Judge Phil Padovano at the wheel of Bella Figura.Bella Figura literally translates from Italian to “good figure.”But as a common saying, explains retired First District Court of Appeal Judge Philip Padovano, it means much more.“It’s an Italian expression for how you should live your life,” he explained. “Italians have this thing about representing your family, that you’re going to be a good representative of your family, you’re always going to dress neatly, and not look like a slob. You’re not going to drink too much in public, you’re going to always make a good impression. They call that ‘Bella Figura.’”Judge Padovano, reflected in the varnished stern of his boat, Bella Figura.Padovano is discoursing on this while he’s reflected in the varnished boat transom bearing that name, a boat he’s just finished building after eight years of part-time effort. Well, nearly finished. He’s still working on a detail here and there, but has had the boat in the water a couple times including to check the waterline before the hull was painted and to run up the St. Marks River.Full of curves and sweeping lines, it certainly makes a good impression.The boat reflects his long association with the water and a different approach to enjoying it.“I grew up in a little town called Englewood, Florida, which is about 30 miles south of Sarasota,” Padovano recalled. “When I was a kid, it was very rustic, there was nobody down there. All we really had to do is go fishing, water skiing, and camping. It was basically an outdoor life….“That was kind of my hangout when I was a kid. You’d go right out into the Gulf [of Mexico, through Stump Pass, a largely unimproved inlet] and my parents and grandparents let me do everything. We had a little 14-foot boat with a little kicker on it. We took it out into the Gulf. It was crazy.”Like many lobster boats, Bella Figura has a cuddy cabin for protection from the elements.Padovano knew he would never want to be far from the water. For years, he and his wife, Janet Ferris, had a second home on Dog Island, off Carrabelle, accessible by boat only, and used a production 19-foot power boat for the trip, made any month of the year. (They recently sold the house.)About 15 years ago, Padovano became intrigued with the idea of building. He started with a kayak kit from Chesapeake Light Craft [http://www.clcboats.com], well-known purveyors of plans and kits for kayaks and small boats.“I thought I would try it and see what it would be like,” Padovano said. “And it was a lot of fun.”Soon he was ready to try again, but with a different boat. He got plans for a 14-foot, 11-inch power boat based on Maine lobster boat designs.“Lobster boats are renowned for their ability to maintain decent speed in rough water,” Padovano said.It was no kit this time, the boat was built up a piece at a time by a technique called strip planking. Strips of wood ¾-inch thick by about 1.25 inches were bent around bulkheads and edged glued together, producing a light, watertight hull.Looking forward on Bella Figura, showing the seep of her deckline and the “tumblehome” of the hull.Narrower and lighter than its production fiberglass counterparts, Padovano said he put a 25 hp outboard on it (and says 20 would have been better) and could go around 25 mph.It came out so well that Padovano varnished the western red cedar hull.About eight years ago, he began thinking about a bigger boat. Two things were certain — again it would be strip planked and based on a lobster boat.He selected the 19-foot, 4-inch Wake Robin design from John Atkin [http://www.atkinboatplans.com/Utilities/WakeRobin.html], who with his father, Billy, were among the best-known 20th century naval architects with a penchant to designing for home builders.Padovano made some changes. Instead of having the helm under the cuddy cabin in the forward cockpit, he put the wheel behind the inboard engine. He deepened the keel a bit to fully protect the propeller. And he researched carefully that his planned strip planking would be sufficient instead of the traditional plank-on-frame construction (which is less suitable for a trailered boat).The chain hoist is helping lifted the diesel motor into the boat.“Strip planking gives you a chance to make compound curves. You can see the boat curves everywhere. It doesn’t have flat surfaces on it anywhere,” he said. “I’m drawn to these old 40s and 50s designs. One of the things I like about it is the boat is narrow [6 feet, 1 inch] for its length, so it doesn’t take a great deal of power because of that.“It has only a 30 hp inboard, but it will go 15 to 16 mph with that. Most boats that are 19 feet long would have more power.”Those curves include “tumblehome,” a feature Padovano likes. Tumblehome means the top of the hull around the cockpit is narrower than the hull at the waterline, or the hull curves in. This makes the boat more stable at the waterline and is easier for a lobsterman to lean over and work the traps.Although nominally only about 5 feet longer than his previous effort, Bella Figura required much more work. Its empty hull weighs about 1,000 pounds, more than three times as much, indicating the extra materials and work required.The only thing Padovano didn’t do himself was paint the hull; he had an auto body shop spray paint it. But he attended to all the other exacting details.That includes lofting, drawing the hull out full size on the floor of the loft over his workshop, and then from that drawing picking up the measurements for all of the key parts. Bulkheads are not plywood, as they would be on most other boats. Rather Padovano edged glued wide planks together to build up the bulkheads.The only piece of plywood, he said, is in the transom, used as a base for the outside varnished planks.The number of jobs was endless and variable.A precise hole had to be bored edgewise several feet through the keel for the propeller shaft, a job that took a couple tries. Then the engine had to be mounted and exactly aligned (to tolerances of a few thousandths of an inch) to the shaft.The cradled hull being flipped from upside down to right-side up, using a chain hoist.“With an outboard, you just put that on and it’s ready to go,” Padovano said. “With this, I had to build the shaft tube and install the shaft tube. You have to build the drive train and then hook it up. You have an exhaust system, you have a cooling system, and you have a fuel system. All of those things have to be built in the boat.”A chain hoist became an essential tool. Padovano built a cradle around the hull, which had been built upside down (the usual practice) and then used the hoist — after beefing up the beams and supports in his workshop — to single-handedly lift and rotate the hull upright.The hoist also was the answer to getting the 300-pound Lombardini engine lifted into the cockpit, another solo job.“I’d love to meet the guy who invented it, it’s such an incredible thing,” Padovano said about the hoist.Just the planning was an exercise in logistics. The flat Spanish cedar planks for seats, bulkheads, and other flat surfaces came from Baird Brothers Lumber in Canfield, Ohio. The tongue-and-grooved milled Spanish cedar strips for the hull came from Maritime Wood Products in Stuart. Teak for the cockpit floor came from Buck Woodcraft in Miami. Douglas fir for engine stringers, the keel, and other structural parts came from a lumberyard in Georgia.Parts like the rudder, prop, cleats, and the like came from all over the country. He got spare filters and other “consumable” parts for the engine from England when they were in short supply in this country.Fortunately, it was not a rushed project.Bella Figura’s 30 hp, three-cylinder diesel engine lives under a carefully-crafted cover. At idle speed, Judge Padovano said she’s putters like the African Queen.“I’ve been working on this one for about eight years,” Padovano said. “I’ve had long periods of time when I didn’t do anything. I think I was off the project for a year at one point.“It was a great escape because I’m kind of bad about worrying. I still worry about my cases, even now. You can come out here and work on this for a couple of hours or an hour and you can be completely lost in the project. I think it’s actually the idea of seeing the result of your work, and you can have something tangible that you’ve made and can look at.”Padovano is also proud that he’s taken a different approach to many modern boats that got wider in an attempt to get the most space in a given length and hence require much more power — and fuel — to drive. It’s not uncommon to see some outboard boats with two, three, or even four hundred-plus horsepower motors clamped on the stern, burning multiple times the 1.5 gallons Padovano needs with his motor wide open.Those boats can be fine, but “that’s just not me,” he said.Plans for the boat include possible day trips to Dog Island, maybe some fishing on the nearby Dog Island Shoal, and trips to other interesting waters made possible by Bella Figura’s trailer-ability, 2-foot draft, and seaworthiness.“The boat is going to be able to handle most anything I would go out in,” Padovano said.What would he say to others thinking about such a project?“I would advise them to do it. I think it’s been a lot of fun. It’s challenging, but at the same time, it’s very rewarding,” Padovano said.And that’s a good way to figure it.
The Insolvency Act 1986, so far as material, provides: ‘105: A reference in this schedule to something done by the directors of a company includes a reference to the same thing done by a majority of the directors of a company.’ The Insolvency Rules 1986, SI 1986/1925, provide, so far as material: ‘2.2(1): There may be prepared, with a view to its being exhibited to the affidavit in support of the petition, a report by an independent person to the effect that the appointment of an administrator for the company is expedient. ‘(2) The report may be by the person proposed as administrator, or by any other person having adequate knowledge of the company’s affairs, not being a director, secretary, manager, member, or employee of the company. (3) The report shall specify the purposes which, in the opinion of the person preparing it, may be achieved for the company by the making of an administration order, being purposes particularly specified in section 8(3).’ M Ltd (the company) was incorporated in January 2010 to carry on gambling businesses. RS Ltd (RS) was its only shareholder and, at that stage, M was its only director. Subsequently, H and C were made additional directors. In order lawfully to carry on a gambling business, it was necessary to have both an operating licence granted by the Gambling Commission and a premises licence granted by the local authority in respect of each place where the gambling activity was to be carried on. Under sections 159 and 188 of the Gambling Act 2005, a premises licence might only be granted or transferred to a holder of an operating licence. In October 2010, the company obtained an operating licence and entered into negotiations with a number of companies then in administration (collectively called A Ltd), for the acquisition of their gambling businesses. It expected to obtain finance from a third party. In the event, such finance was not forthcoming and the assets of A Ltd were acquired by B Ltd (B), which had been incorporated on 17 November 2010 and had been effectively controlled by an individual, T. On 30 November or 1 December, three agreements were concluded, namely: (i) an asset sale agreement made between A and B, whereby a sold to B its gambling businesses for £6m; (ii) an option agreement; and (iii) an operator agreement. On 3 December, another agreement was made between RS and B (UK) Ltd (BUK) under which, in consideration of £199,999, RS granted to BUK an option to buy its shares in the company on written notice and payment of £1 (the RS option agreement). By effluxion of time, B and C, to whom an operating licence had been issued by the Gambling Commission, on 18 February 2011, entered into a new operator agreement in relation to the gambling business bought by B from A. B subsequently commenced proceedings for specific performance of a provision in the operator agreement obliging the company to transfer to B the benefit of the premises’ licences. On 16 March, BUK assigned to B its rights to acquire the shares in the company under the RS option agreement for £200,000, conditional on RS procuring the appointment of C Ltd, G Ltd and O Ltd as intervening directors of the company. A resolution to that effect was signed on behalf of RS as the company’s sole shareholder. On that same date, the intervening directors purportedly appointed the respondents as administrators pursuant to paragraph 22, schedule B1 to the Insolvency Act 1986 (the 1986 act), as introduced by the Enterprise Act 2002 (the 2002 act). On that same day, a board meeting was held, attended only by T on behalf of C Ltd. A record of that meeting indicated that T had taken the chair, declared the presence of a quorum and that the meeting was open. The record then went on to note that a written resolution had been passed by RS, and that C Ltd, G Ltd and O Ltd had been appointed as directors. It was proposed at that board meeting that, given the company’s financial difficulties, appropriate action was required and that the respondents had agreed in principle to act as administrators to the company should the board decide to place the company into administration. At that meeting, the board did so resolve. On 18 March, which was the return date of B’s summary judgment application for an order on the company to transfer the licences, the proceedings were effectively stayed because of the effect of the appointment of the respondents. On that same day, the company and C obtained, without notice, an order staying the administration on the ground that the administrators had not been validly appointed. On 25 March, the company and C (the applicants) applied to set aside the appointment of the respondents. The applicants submitted, inter alia, that the appointment of the respondents was invalid on the bases that: (i) the intervening directors had not themselves been validly appointed as directors of the company; (ii) even if the intervening directors had been validly appointed, they had not formed a majority of the board because C, M and H had already been duly appointed as directors of the company; (iii) no notice had been given to any of the existing directors as required by the articles of association; (iv) the meeting was inquorate; and (v) the decision of the intervening directors had not been made in the interests of the company but of B and should not be given effect. Relying on paragraph 105 of schedule B1 to the 1986 act, the intervening directors and B contended, inter alia, that because they had constituted a majority, it did not matter that there had been no meeting of the directors duly convened and held in accordance with the articles. The court ruled: Although the rules might be regarded on questions of construction of the terms of schedule B1 to the act, they themselves recognised that minutes should include a record of any resolution passed (see rule 2.44A(4)(c)). Accordingly, the distinction drawn in rule 2.2(2) of the rules between the resolution of the company and the decision of the directors did not appear to import any notion of informality to the decision of the directors. Whether a minute or a record, it should still be of a decision of the directors as such. Further, the terms of paragraph 105 of schedule B1 to the act gave to an act of the majority the same validity as would be accorded to an act of the directors as a whole but if the act in question should still be an act of the majority of such directors, there was no reason why the reduction in the requisite number of directors should also dispense with the usual rules of internal management. Furthermore, paragraph 105 clearly gave statutory force to the decisions in previous authority that a relevant operation might be performed if authorised by a majority of the board at a duly constituted directors’ meeting. However, it could not be accepted that it went further (see - of the judgment). To state that the reduction in the requisite number of directors should also dispense with the usual rules of internal management would be giving greater effect to a provision of general application than was to be derived from either the words used or the context in schedule B1 to the act in which they were used or in the previous case law. Further, had paragraph 105 been intended to go further than giving statutory force to decisions in previous authority that a relevant operation might be performed if authorised by a majority of the board at a duly constituted directors’ meeting, some clear statement to that effect would have been in the white paper which had preceded the 2002 act in which paragraph 105 was originally enacted as paragraph 103 or in the explanatory notes to that act. There was none (see - of the judgment). In the instant case, the submissions of C were to be preferred. Rule 2(2) of the rules would not bear the weight put on it. Further, paragraph 105 did not validate the appointment of the administrators on 16 March. It was plain that the so-called meeting had not been not a valid meeting of the board. No notice had been given to the existing directors. Indeed, it was plain that they had deliberately been kept in the dark. There had only been one person present, so there had been no quorum or indeed any meeting (see ,  of the judgment). The appointment of the administrators had been invalid and ought to be set aside (see  of the judgment). Emmadart Ltd, Re  1 All ER 599 considered; Instrumentation Electrical Services Ltd, Re  BCLC 550 considered; Equiticorp International plc, Re  BCLC 597 considered. Company – Administrator – Restrictions on power to appoint Minmar Ltd and another v Khalatschi and another: Chancery Division (Sir Andrew Morritt): 8 April 2011 Michael Green QC (instructed by Clyde & Co) for the applicants. Marcia Shekerdemian (instructed by Isadore Goldman) for the respondents. Alan Gourgey QC (instructed by Fladgate LLP) for the interveners.